Common use of Critical Deficiencies Clause in Contracts

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.

Critical Deficiencies. Notwithstanding that the PH Assets and the NPC Assets are being sold to the respective parties Buyer “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 Seller agrees to indemnify the other party Buyer for the actual costs incurred by the respective party Buyer 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 the Buyer would not be permitted to open the subject Restaurant for business while such deficiency exists. Each partySeller’s obligation to provide the other party Buyer such indemnity is conditioned upon the purchasing party Buyer notifying the selling party Seller of the Critical Deficiencies within seven (7) days after Closing and providing the selling party Seller 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 Seller will be liable hereunder will not exceed the lesser of $10,000 per Critical Deficiency or, in the aggregate for the respective all Restaurants listed on Schedule 1.1(a) and 2.1(a), being sold by the respective selling party1.1, $3,000 per Restaurant. The selling party Seller will have no obligation to indemnify the purchasing party Buyer for lost profits or other consequential damages resulting from any business interruption while the Critical Deficiencies are cured. The purchasing party Buyer specifically acknowledges that this provision supersedes entirely all prior oral or written discussions, agreements or understandings regarding the selling partySeller’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 Sxxxxx agrees to the respective party reimburse Buyer within forty-five (45) days after receipt of receiving a reimbursement request from the other partyBxxxx.

Critical Deficiencies. Notwithstanding that the PH Assets and the NPC Assets are being sold to the respective parties Buyer “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 Seller agrees to indemnify the other party Buyer for the actual costs incurred by the respective party Buyer 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 the Buyer would not be permitted to open the subject Restaurant for business while such deficiency exists. Each partySeller’s obligation to provide the other party Buyer such indemnity is conditioned upon the purchasing party Buyer notifying the selling party Seller of the Critical Deficiencies within seven (7) days after Closing and providing the selling party Seller 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 Seller will be liable hereunder will not exceed the lesser of $10,000 per Critical Deficiency or, in the aggregate for the respective all Restaurants listed on Schedule 1.1(a) and 2.1(a), being sold by the respective selling party1.1, $3,000 per Restaurant. The selling party Seller will have no obligation to indemnify the purchasing party Buyer for lost profits or other consequential damages resulting from any business interruption while the Critical Deficiencies are cured. The purchasing party Buyer specifically acknowledges that this provision supersedes entirely all prior oral or written discussions, agreements or understandings regarding the selling partySeller’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.

Critical Deficiencies. Notwithstanding that the PH Assets and the NPC Assets are being sold to the respective parties “Buyer "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 Sellers agree to indemnify the other party Buyer for the actual costs incurred by the respective party Buyer 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 the Buyer would not be permitted to open the subject Restaurant for business while such deficiency exists. Each party’s Sellers' obligation to provide the other party Buyer such indemnity is conditioned upon the purchasing party Buyer notifying the selling party Sellers of the Critical Deficiencies within seven (7) days after Closing and providing the selling party Sellers 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 Sellers will be liable hereunder will not exceed the lesser of $10,000 per Critical Deficiency or, in the aggregate for the respective all Restaurants listed on Schedule 1.1(a) and 2.1(a), being sold by the respective selling party1.1, $3,000 per Restaurant. The selling party Sellers will have no obligation to indemnify the purchasing party Buyer for lost profits or other consequential damages resulting from any business interruption while the Critical Deficiencies are cured. The purchasing party Buyer specifically acknowledges that this provision supersedes entirely all prior oral or written discussions, agreements or understandings regarding the selling party’s Sellers' responsibility for the costs to repair Critical Deficiencies or other faults related to the PH Assets or the NPC Assets. Reimbursement will be made Sellers agree to the respective party reimburse Buyer within forty-five (45) days after receipt of receiving a reimbursement request from the other partyBuyer. Sellers further agree that each Restaurant will have adequate equipment, smallwares, inventories, change funds and supplies to function as a Pizza Hut Restaurant.