Common use of Gift Cards Clause in Contracts

Gift Cards. After the Closing Date it is contemplated that Gift Cards issued by Seller prior to the Closing Date and which are not redeemed prior to the Closing Date will be presented to Purchaser for redemption. Following the Closing Date, Purchaser shall recognize and honor such Gift Cards upon presentation. Subject to this Section 6.7 and the Gift Card Escrow Agreement, for a period of eighteen (18) months (the “Gift Card Liability Period”), Seller shall reimburse and indemnify Purchaser for any such amount in accordance with Section 7.2 and Section 7.8 hereof. Seller and Purchaser shall enter into the Gift Card Escrow Agreement to provide for a cash escrow in the amount provided therein and such agreement will have a term of twelve (12) months following the Closing Date. Following the twelfth month after the Closing Date, the Gift Card Escrow Agent shall deliver to Seller the remaining balance of the Gift Card Escrow Account in accordance with the Gift Card Escrow Agreement. Disbursements to Purchaser in connection with the redemption of Gift Cards during the period of the Gift Card Escrow Account shall be in accordance with the terms, and subject to the conditions, set forth in the Gift Card Escrow Agreement. Disbursements by Purchaser in connection with the redemption of Gift Cards after the twelfth month following the Closing Date but before the Gift Card Liability Period has expired will be promptly reimbursed to Purchaser on a monthly basis upon Seller’s receipt of documentation evidencing Purchaser’s redemptions; provided, however, that as of the thirteenth month following the Closing Date, Purchaser shall be liable for the first One Hundred Thousand Dollars ($100,000) of Gift Cards presented to Purchaser for redemption; provided, Seller shall reimburse and indemnify Purchaser for any amount in excess of such One Hundred Thousand Dollars ($100,000) during the six (6) months following the twelfth month following the Closing Date.

Gift Cards. After the Closing Date it is contemplated that Gift Cards Cards, House Accounts, Comps and Promotional Discounts sold or issued by Seller Sellers prior to the Closing Date and which are not redeemed prior to the Closing Date will be presented to Purchaser for redemption. Following the Closing Date, Purchaser shall recognize and honor such Gift Cards Cards, House Accounts, Comps and Promotional Discounts upon presentation. Subject to this Section 6.7 7.17 and the Gift Card Escrow and Reimbursement Agreement, for a period of eighteen (18) months following the Closing Date (the “Gift Card Liability Period”), Seller Sellers shall reimburse and indemnify Purchaser for any such amount in accordance with Section 7.2 and Section 7.8 9.2 hereof. Seller Sellers and Purchaser shall enter into the Gift Card Escrow and Reimbursement Agreement to provide for a cash escrow in the amount provided therein and such agreement will have a term of twelve (12) months following equal to the Closing DateGift Card Liability Period. Following the twelfth month after expiration of the Closing DateGift Card Liability Period, the Gift Card Escrow Agent shall deliver to Seller Sellers the remaining balance of the Gift Card Escrow Account in accordance with the Gift Card Escrow and Reimbursement Agreement. Disbursements to Purchaser in connection with the redemption of Gift Cards Cards, House Accounts, Comps and Promotional Discounts during the period of the Gift Card Escrow Account shall be in accordance with the terms, and subject to the conditions, set forth in the Gift Card Escrow and Reimbursement Agreement. Disbursements by Purchaser in connection with the redemption of Gift Cards after the twelfth month following the Closing Date but before the Gift Card Liability Period has expired will be promptly reimbursed to Purchaser on a monthly basis upon Seller’s receipt of documentation evidencing Purchaser’s redemptions; provided, however, that as of the thirteenth month following the Closing Date, Purchaser shall be liable for the first One Hundred Thousand Dollars ($100,000) of Gift Cards presented to Purchaser for redemption; provided, Seller shall reimburse and indemnify Purchaser for any amount in excess of such One Hundred Thousand Dollars ($100,000) during the six (6) months following the twelfth month following the Closing Date.4306983-11