Common use of Financing of Purchase Price Clause in Contracts

Financing of Purchase Price. (a) Prior to execution of this Agreement, NPC (i) shall notify PH of the source(s) of financing that NPC proposes to use to consummate the transactions contemplated by this Agreement, and (ii) shall provide PH with a copy of the commitment(s) of the source(s) to provide such financing. NPC hereby acknowledges and agrees that at least 20% of the total transaction costs (which include the Purchase Price and all closing costs and other costs or indebtedness to be incurred by NPC related to the Acquisition) (collectively, the “Total Transaction Costs”), must be in the form of at-risk equity, as determined by PH, and that no more than 80% of the Total Transaction Costs may be secured by a lien on the real and personal property (the "Property") being sold by PH to NPC pursuant hereto. A Sources and Uses of Funds Statement, detailing all amounts and sources of equity, closing costs and any indebtedness to be incurred by NPC related to the Acquisition, has been provided by NPC and is attached as Schedule 7.4 hereto. NPC acknowledges that PHI and PH’s approval of the NPC's equity structure and financing was a condition to entry into this Agreement and the Acquisition. NPC agrees that it will not refinance the its debt or equity, without the prior written consent of PHI, for a period of three years from the Closing Date, which consent shall not be unreasonably withheld. NPC and PH and PHI agree, however, that it shall not be unreasonable for PHI to withhold consent if such refinancing or restructuring would result in a reduction of the equity of NPC below 20% of the Total Transaction Costs. NPC agrees to, and hereby does, authorize each proposed source of third-party financing to provide to PH, from time to time, information with respect to the likelihood and form in which financing will be provided to NPC. At the time of applying for any third-party financing, NPC shall notify the third party of the PH’s right to the information described in this Section and of the terms and requirements of this transaction and of this Agreement and the agreements contemplated hereby. (b) NPC hereby acknowledges and agrees that NPC shall not pledge or gxxxx x xxxx or security interest or otherwise encumber any portion of its interest in or under (i) any of the Real Property Leases or Equipment Leases without the prior written consent of the lessor thereunder (which consent shall be in such lessor's sole discretion, with PH having no control over whether or not such lessor will consent), including the filing of leasehold mortgages or financing statements, (ii) any of the Contracts without the prior written consent of the other party thereto (which consent shall be in such other party's sole discretion, with PH having no control over whether or not such other party will consent), (iii) the Franchise Agreement and any other franchise agreements between PHI and NPC or its Affiliates, or (iv) any intellectual property of PHI, any rights in any "Pizza Hut Marks" (as defined in the Franchise Agreement), any proprietary PHI software or computer operating system or any PHI trademarked property. NPC further acknowledges and agrees that it will not permit any of the equity interests in NPC to be pledged or otherwise encumbered for any reason. NPC agrees that it will not take any action which alters or affects any of PH’s rights under the Real Property Leases or the Assignment and Assumption of Lease Agreements and that the terms of any financing obtained by NPC shall not violate the terms of the Franchise Agreement, this Agreement (including any schedules and exhibits thereto) or the Real Property Leases, including but not limited to terms concerning payment of insurance proceeds. (c) Without the prior written consent of the PHI Law Department, attention Jxxx X. Xxxxxx, neither NPC, its Affiliates or any of its respective agents or representatives, including any parties who may be providing financing to NPC, shall have any contact with any of the lessors of the PH Leased Real Property or the PH Leased Equipment or any of the parties to the PH Contracts (other than PH) prior to the Closing. (d) The covenants contained in this Section 7.4, or some of them, will also be contained in an amendment to the Franchise Agreement and any breach of such covenants shall also constitute a default under Section 18.2 of the Franchise Agreement.

Financing of Purchase Price. (a) Prior to execution of this Agreement, NPC (i) shall notify PH of the source(s) of financing that NPC proposes to use to consummate the transactions contemplated by this Agreement, and (ii) shall provide PH with a copy of the commitment(s) of the source(s) to provide such financing. NPC hereby acknowledges and agrees that at least 20% of the total transaction costs (which include the Purchase Price and all closing costs and other costs or indebtedness to be incurred by NPC related to the Acquisition) (collectively, the “Total Transaction Costs”), must be in the form of at-risk equity, as determined by PH, and that no more than 80% of the Total Transaction Costs may be secured by a lien on the real and personal property (the "Property") being sold by PH to NPC pursuant hereto. A Sources and Uses of Funds Statement, detailing all amounts and sources of equity, closing costs and any indebtedness to be incurred by NPC related to the Acquisition, has been provided by NPC and is attached as Schedule 7.4 hereto. NPC acknowledges that PHI and PH’s approval of the NPC's equity structure and financing was a condition to entry into this Agreement and the Acquisition. NPC agrees that it will not refinance the its debt or equity, without the prior written consent of PHI, for a period of three years from the Closing Date, which consent shall not be unreasonably withheld. NPC and PH and PHI agree, however, that it shall not be unreasonable for PHI to withhold consent if such refinancing or restructuring would result in a reduction of the equity of NPC below 20% of the Total Transaction Costs. NPC agrees to, and hereby does, authorize each proposed source of third-third party financing to provide to PH, from time to time, information with respect to the likelihood and form in which financing will be provided to NPC. At the time of applying for any third-third party financing, NPC shall notify the third party of the PH’s right to the information described in this Section and of the terms and requirements of this transaction and of this Agreement and the agreements contemplated hereby. (b) NPC hereby acknowledges and agrees that NPC shall not pledge or gxxxx x xxxx or security interest or otherwise encumber any portion of its interest in or under (i) any of the Real Property Leases or Equipment Leases without the prior written consent of the lessor thereunder (which consent shall be in such lessor's sole discretion, with PH having no control over whether or not such lessor will consent), including the filing of leasehold mortgages or financing statements, (ii) any of the Contracts without the prior written consent of the other party thereto (which consent shall be in such other party's sole discretion, with PH having no control over whether or not such other party will consent), (iii) the Franchise Agreement and any other franchise agreements between PHI and NPC or its Affiliates, or (iv) any intellectual property of PHI, any rights in any "Pizza Hut Marks" (as defined in the Franchise Agreement), any proprietary PHI software or computer operating system or any PHI trademarked property. NPC further acknowledges and agrees that it will not permit any of the equity interests in NPC to be pledged or otherwise encumbered for any reason. NPC agrees that it will not take any action which alters or affects any of PH’s rights under the Real Property Leases or the Assignment and Assumption of Lease Agreements and that the terms of any financing obtained by NPC shall not violate the terms of the Franchise Agreement, this Agreement (including any schedules and exhibits thereto) or the Real Property Leases, including but not limited to terms concerning payment of insurance proceeds. (c) Without the prior written consent of the PHI Law Department, attention Jxxx X. Xxxxxx, neither NPC, its Affiliates or any of its respective agents or representatives, including any parties who may be providing financing to NPC, shall have any contact with any of the lessors of the PH Leased Real Property or the PH Leased Equipment or any of the parties to the PH Contracts (other than PH) prior to the Closing. (d) The covenants contained in this Section 7.4, or some of them, will also be contained in an amendment to the Franchise Agreement and any breach of such covenants shall also constitute a default under Section 18.2 of the Franchise Agreement.

Financing of Purchase Price. (a) Prior to execution of this Agreement, NPC the Buyer (i) shall notify PH the Sellers of the source(s) of financing that NPC the Buyer proposes to use to consummate the transactions contemplated by this Agreement, and (ii) shall provide PH the Sellers with a copy of the commitment(s) of the source(s) to provide such financing. NPC The Buyer hereby acknowledges and agrees that at least 20% of the total transaction costs (which include the Purchase Price and all closing costs and other costs or indebtedness to be incurred by NPC the Buyer related to the Acquisition) (collectively, the “Total Transaction Costs”), must be in the form of at-risk equity, as determined by PHthe Sellers, and that no more than 80% of the Total Transaction Costs may be secured by a lien on the real and personal property (the "Property") being sold by PH the Sellers to NPC the Buyer pursuant hereto. A Sources and Uses of Funds Statement, detailing all amounts and sources of equity, closing costs and any indebtedness to be incurred by NPC Buyer related to the Acquisition, has been provided by NPC Buyer and is attached as Schedule 7.4 4.4 hereto. NPC The Buyer acknowledges that PHI and PH’s the Sellers' approval of the NPCBuyer's equity structure and financing was a condition to entry into this Agreement and the Acquisition. NPC The Buyer agrees that it will not refinance the its Buyer's debt or equity, without the prior written consent of PHI, for a period of three years from the Closing Date, which consent shall not be unreasonably withheld. NPC The Buyer and PH Sellers and PHI agree, however, that it shall not be unreasonable for PHI to withhold consent if such refinancing or restructuring would result in a reduction of the equity of NPC the Buyer below 20% of the Total Transaction Costs. NPC The Buyer agrees to, and hereby hxxxxx does, authorize each proposed source of third-party financing to provide to PHthe Sellers, from time to time, information with respect to the likelihood and form in which financing will be provided to NPCthe Buyer. At the time of applying for any third-party financing, NPC the Buyer shall notify the third party of the PH’s Sellers' right to the information described in this Section and of the terms and requirements of this transaction and of this Agreement and the agreements contemplated hereby. (b) NPC The Buyer hereby acknowledges and agrees that NPC the Buyer shall not pledge or gxxxx x xxxx or security interest or otherwise encumber any portion of its interest in or under (i) any of the Real Property Leases or Equipment Leases without the prior written consent of the lessor thereunder (which consent shall be in such lessor's sole discretion, with PH the Sellers having no control over whether or not such lessor will consent), including the filing of leasehold mortgages or financing statements, (ii) any of the Contracts without the prior written consent of the other party thereto (which consent shall be in such other party's sole discretion, with PH the Sellers having no control over whether or not such other party will consent), (iii) the Franchise Agreement and any other franchise agreements between PHI and NPC the Buyer or its Affiliates, or (iv) any intellectual property of PHI, any rights in any "Pizza Hut Marks" (as defined in the Franchise Agreement), any proprietary PHI software or computer operating system or any PHI trademarked property. NPC The Buyer further acknowledges and agrees that it will not permit any of the equity interests in NPC the Buyer to be pledged or otherwise encumbered for any reason. NPC The Buyer agrees that it the Buyer will not take any action which alters or affects any of PH’s the Sellers' rights under the Real Property Leases or the Assignment and Assumption of Lease Agreements and that the terms of any financing obtained by NPC the Buyer shall not violate the terms of the Franchise Agreement, this Agreement (including any schedules and exhibits thereto) or the Real Property Leases, including but not limited to terms concerning payment of insurance proceeds. The Sellers agree that the Buyer may grant and file leasehold mortgages covering the Owned Real Property pursuant to the terms of a Lessor Agreement in the form attached as Exhibit “L”. (c) Without the prior written consent of the PHI Law Department, attention Jxxx X. Xxxxxx, neither NPCnone of the Buyer, its Affiliates or any of its respective agents or representatives, including any parties who may be providing financing to NPCthe Buyer, shall have any contact with any of the lessors of the PH Leased Real Property or the PH Leased Equipment or any of the parties to the PH Contracts (other than PHthe Sellers) prior to the Closing. (d) The covenants contained in this Section 7.44.4, or some of them, them will also be contained in an amendment to the Franchise Agreement and any breach of such covenants shall also constitute a default under Section 18.2 of the Franchise Agreement.

Financing of Purchase Price. (a) Prior to execution of this Agreement, NPC the Buyer (i) shall notify PH the Seller of the source(s) of financing that NPC the Buyer proposes to use to consummate the transactions contemplated by this Agreement, and (ii) shall provide PH the Seller with a copy of the commitment(s) of the source(s) to provide such financing. NPC The Buyer hereby acknowledges and agrees that at least 20% of the total transaction costs (which include the Purchase Price and all closing costs and other costs or indebtedness to be incurred by NPC the Buyer related to the Acquisition) (collectively, the “Total Transaction Costs”), must be in the form of at-risk equity, as determined by PHthe Seller, and that no more than 80% of the Total Transaction Costs may be secured by a lien on the real and personal property (the "“Property"”) being sold by PH the Seller to NPC the Buyer pursuant hereto. A Sources and Uses of Funds Statement, detailing all amounts and sources of equity, closing costs and any indebtedness to be incurred by NPC Buyer related to the Acquisition, has been provided by NPC Buyer and is attached as Schedule 7.4 4.4 hereto. NPC The Buyer acknowledges that PHI and PHthe Seller’s approval of the NPC's Buyer’s equity structure and financing was a condition to entry into this Agreement and the Acquisition. NPC agrees that it will not refinance the its debt or equity, without the prior written consent of PHI, for a period of three years from the Closing Date, which consent shall not be unreasonably withheld. NPC and PH and PHI agree, however, that it shall not be unreasonable for PHI to withhold consent if such refinancing or restructuring would result in a reduction of the equity of NPC below 20% of the Total Transaction Costs. NPC The Buyer agrees to, and hereby does, authorize each proposed source of third-party financing to provide to PHthe Seller, from time to time, information with respect to the likelihood and form in which financing will be provided to NPCthe Buyer. At the time of applying for any third-party financing, NPC the Buyer shall notify the third party of the PHSeller’s right to the information described in this Section and of the terms and requirements of this transaction and of this Agreement and the agreements contemplated hereby. (b) NPC The Buyer hereby acknowledges and agrees that NPC the Buyer shall not pledge or gxxxx xxxxx x xxxx or security interest or otherwise encumber any portion of its interest in or under (i) any of the Real Property Leases or Equipment Leases without the prior written consent of the lessor thereunder (which consent shall be in such lessor's ’s sole discretion, with PH the Seller having no control over whether or not such lessor will consent), including the filing of leasehold mortgages or financing statements, (ii) any of the Contracts without the prior written consent of the other party thereto (which consent shall be in such other party's ’s sole discretion, with PH the Seller having no control over whether or not such other party will consent), (iii) the Franchise Agreement and any other franchise agreements between PHI and NPC the Buyer or its Affiliates, or (iv) any intellectual property of PHI, any rights in any "“Pizza Hut Marks" ” (as defined in the Franchise Agreement), any proprietary PHI software or computer operating system or any PHI trademarked property, or (v) any intellectual property of WingStreet, LLC, any rights in any WingStreet “Marks” or any WingStreet trademarked property. NPC The Buyer further acknowledges and agrees that it will not permit any of the equity interests in NPC the Buyer to be pledged or otherwise encumbered for any reason. NPC The Buyer agrees that it the Buyer will not take any action which alters or affects any of PHthe Seller’s rights under the Real Property Leases or the Assignment and Assumption of Lease Agreements and that the terms of any financing obtained by NPC the Buyer shall not violate the terms of the Franchise Agreement, this Agreement (including any schedules and exhibits thereto) or the Real Property Leases, including but not limited to terms concerning payment of insurance proceeds. (c) Without the prior written consent of the PHI Law Department, attention Jxxx Xxxx X. Xxxxxx, neither NPCnone of the Buyer, its Affiliates or any of its respective agents or representatives, including any parties who may be providing financing to NPCthe Buyer, shall have any contact with any of the lessors of the PH Leased Real Property or the PH Leased Equipment or any of the parties to the PH Contracts (other than PHthe Seller) prior to the Closing. (d) The covenants contained in this Section 7.44.4, or some of them, will also be contained in an amendment to the Franchise Agreement and any breach of such covenants shall also constitute a default under Section 18.2 of the Franchise Agreement.