Critical Deficiencies Sample Clauses

Critical Deficiencies. Notwithstanding that the PH Assets and the NPC Assets are being sold to the respective parties “AS IS, WHERE IS” (except as otherwise provided in the respective representations and warranties of the parties in this Agreement), with all faults, and subject to the limitations set forth herein, both parties agree to indemnify the other party for the actual costs incurred by the respective party to cure any Critical Deficiency. For purposes of this section, a “Critical Deficiency” is a deficiency in the kitchen (or other area of the Restaurant that is not accessible to the general public) that a local health department determines is of such a magnitude that purchasing party would not be permitted to open the subject Restaurant for business while such deficiency exists. Each party’s obligation to provide the other party such indemnity is conditioned upon the purchasing party notifying the selling party of the Critical Deficiencies within seven (7) days after Closing and providing the selling party with copies of all relevant inspection reports citing the Critical Deficiencies within thirty (30) days after Closing. The maximum amount of the indemnity for which the selling party will be liable hereunder will not exceed the lesser of $10,000 per Critical Deficiency or, in the aggregate for the respective Restaurants listed on Schedule 1.1(a) and 2.1(a), being sold by the respective selling party, $3,000 per Restaurant. The selling party will have no obligation to indemnify the purchasing party for lost profits or other consequential damages resulting from any business interruption while the Critical Deficiencies are cured. The purchasing party specifically acknowledges that this provision supersedes entirely all prior oral or written discussions, agreements or understandings regarding the selling party’s responsibility for the costs to repair Critical Deficiencies or other faults related to the PH Assets or the NPC Assets. Reimbursement will be made to the respective party within forty-five (45) days after receipt of a reimbursement request from the other party.
Sample 1Sample 2See All (5)
Critical Deficiencies. Notwithstanding that the Assets are being sold to Buyer "AS IS, WHERE IS", with all faults, and subject to the limitations set forth herein, Sellers agree that each of the Restaurants listed on Schedule 1.1 attached hereto, will meet or exceed that standard which is the average of Sellers' restaurant level of compliance with the provisions of the Americans With Disabilities Act as well as other Governmental standards (including state and local municipalities and agencies), in effect as of the Closing, with which the Restaurant needs to comply in order for Buyer to operate each Restaurant. Sellers agree to reimburse Buyer for any costs, including lost cash flows in the event a Restaurant is closed for modification, incurred to satisfy the aforementioned requirements if such modifications exceed $25,000 per Restaurant and the Buyer is notified of the requirement by local authorities within sixty (60) days after Closing. Buyer must notify Sellers within seventy-five (75) days after Closing and document any such requirement. The required expenditures to be reimbursed must be limited to building design or structural issues. Sellers agree to reimburse Buyer within forty-five (45) days after receiving a reimbursement request from Buyer. Sellers further agree that each Restaurant will have adequate equipment, smallwares, inventories, change funds and supplies to function as a Pizza Hut Restaurant. Any damage caused by the recent hurricane activity in the region where the Restaurants are located, will be repaired by Sellers at Sellers' cost prior to closing.
Sample 1
Critical Deficiencies. (a) Notwithstanding that the Purchased Assets are being sold to Buyer “AS IS, WHERE IS,” with all faults, and subject to the representations, warranties and limitations set forth herein, Seller agrees to indemnify the Buyer for the actual costs incurred by Buyer to cure any Critical Deficiency. For purposes of this Agreement, “Critical Deficiency” means a (i) deficiency in the preparation area of any Store (or other areas of a Store that are not accessible to the general public) that Buyer reasonably assumes that, if known, a local health department would probably determine to be of such a magnitude that Buyer would not be permitted to open such Store for business while such deficiency exists, or (ii) a deficiency of the store grease trap or plumbing so that such grease trap or plumbing is not, in Buyer’s reasonable opinion, adequate for the operation of the Store. Seller’s obligation to provide Buyer with an indemnification due to a Critical Deficiency is conditioned upon Buyer notifying Seller within 45 days after the Closing Date of any deficiency described in Section 12.2(a)(i) or Section 12.2(a)(ii), and providing Seller with back-up documentation or copies of all relevant inspections reports citing the Critical Deficiencies.
Sample 1

Related to Critical Deficiencies

  • Critical Illness Three (3) days per year, with pay, shall be granted in the case of a critical illness or accident to a member of the employee's immediate family as defined in Section 9.4.2. A statement by the physician verifying the need for the employee to be present with the immediate family member shall be attached to the absence form.

  • Technical Objections to Grievances It is the intent of both Parties of this Agreement that no grievance shall be defeated merely because of a technical error, other than time limitations in processing the grievance through the grievance procedure. To this end, an arbitration board shall have the power to allow all necessary amendments to the grievance and the power to waive formal procedural irregularities in the processing of a grievance, in order to determine the real matter in dispute and to render a decision according to equitable principles and the justice of the case.

  • Failure to Meet Timelines Failure by the Union to comply with the timelines will result in the automatic withdrawal of the grievance. Failure by the Employer to comply with the timelines will entitle the Union to move the grievance to the next step of the procedure.

  • Contractor Default Failure of the Contractor, which has neither been remedied nor waived, to perform or otherwise to comply with the terms of the Construction Contract.

  • Compliance Statement Within thirty (30) days after the last day of each month and together with the statements set forth in Section 5.3(c), a duly completed Compliance Statement, confirming that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request;

  • Contractual and Operational Compliance Audits (a) ICANN may from time to time (not to exceed twice per calendar year) conduct, or engage a third party to conduct, contractual compliance audits to assess compliance by Registry Operator with its representations and warranties contained in Article 1 of this Agreement and its covenants contained in Article 2 of this Agreement. Such audits shall be tailored to achieve the purpose of assessing compliance, and ICANN will (a) give reasonable advance notice of any such audit, which notice shall specify in reasonable detail the categories of documents, data and other information requested by ICANN, and (b) use commercially reasonable efforts to conduct such audit during regular business hours and in such a manner as to not unreasonably disrupt the operations of Registry Operator. As part of such audit and upon request by ICANN, Registry Operator shall timely provide all responsive documents, data and any other information reasonably necessary to demonstrate Registry Operator’s compliance with this Agreement. Upon no less than ten (10) calendar days notice (unless otherwise agreed to by Registry Operator), ICANN may, as part of any contractual compliance audit, conduct site visits during regular business hours to assess compliance by Registry Operator with its representations and warranties contained in Article 1 of this Agreement and its covenants contained in Article 2 of this Agreement. ICANN will treat any information obtained in connection with such audits that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of Registry Operator in accordance with Section 7.15.

  • Latent Defects Notwithstanding anything to the contrary set forth herein, no acceptance, or deemed acceptance, by City pursuant to this Section shall be applicable with respect to any Latent Defects. An acceptance, or deemed acceptance, by City pursuant to this Section shall not mean that City has accepted, or the other party has been relieved of, responsibility for: (i) compliance with the Laws; (ii) the proper application of construction means or methods; or (iii) correcting any portion of the Project if it later is determined that any portion of the Project is inconsistent with the Final Documents and Drawings.

  • Adverse Weather Shall be only weather that satisfies all of the following conditions: (1) unusually severe precipitation, sleet, snow, hail, or extreme temperature or air conditions in excess of the norm for the location and time of year it occurred based on the closest weather station data averaged over the past five years, (2) that is unanticipated and would cause unsafe work conditions and/or is unsuitable for scheduled work that should not be performed during inclement weather (i.e., exterior finishes), and (3) at the Project.

  • Material Contract Defaults The Company is not in default in any material respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets, or financial condition of either of them, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any material respect under any such contract, agreement, lease, or other commitment in respect of which the Company has not taken adequate steps to prevent such a default from occurring.

  • Problem Statement School bus fleets are aging, and our communities have poor air quality. Replacing school buses with zero emission school buses will address both of these issues.