I'm working on getting to close on a business that licenses logos etc from a few dozen organizations. The related products comprise about 35% of overall revenues. Some of the licenses are handled by one licensing organization, which has a process for the transfer that takes a a few weeks to 2 months. Then there are at least a couple dozen licensing organizations that have to be approached individually for the transfer and this process could stretch for 2-3 months. All licensing agreements have a change-of-control clause and are explicitly non-transferable.

How would you handle this at closing? There are 2 aspects I'm worried about: (1) How to protect myself against the risk that some of these don't transfer and (2) How to run the business while the licenses transfer.

1. A holdback amount commensurate to the share of revenues, to be released as licenses are transferred.
2a. In the meantime, run the business under the seller's license and indemnify the seller for any fallout
2b. Seller continues to run the licensed part of the business and conveys all revenues to buyer

This cannot be an uncommon scenario so I am wondering how others have handled it.

Thank you,