Gift Certificates. After the Closing Date it is contemplated that gift certificates and other evidences of credit which are liabilities of the Seller will be presented to Purchaser for redemption (the “Gift Certificates”). For a period of fifteen (15) months following the Closing Date, Purchaser shall recognize and honor such Gift Certificates up to the amount shown on the balance sheet of the Seller as of the Closing Date (the “Gift Certificate Outstanding Balance”) and the Seller shall indemnify Purchaser for any such amount in accordance with Section 11.1 and Section 11.4. Following such fifteen (15) month period, Purchaser shall not honor any Gift Certificates, and following the sixteenth (16th) month after the Closing Date, the Escrow Agent (as hereinafter defined) shall deliver to Seller the remaining balance of Escrow Account (as hereinafter defined) in accordance with the Escrow Agreement. The Escrow Agreement shall provide that (i) the Purchaser shall obtain repayment for the redeemed Gift Certificates only upon delivery of same to the Escrow Agent and (ii) the Escrow Agent shall promptly deliver such redeemed Gift Certificates to Queyrouze, as agent for the Seller.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Ruths Chris Steak House, Inc.), Asset Purchase Agreement (Ruths Chris Steak House, Inc.), Asset Purchase Agreement (Ruths Chris Steak House, Inc.)
Gift Certificates. After the Initial Closing Date it is contemplated that gift certificates and other evidences of credit which are liabilities of the Seller Sellers will be presented to Purchaser for redemption (the “Gift Certificates”). For a period of fifteen (15) months following the Initial Closing Date, Purchaser shall recognize and honor such Gift Certificates up to the amount shown on the balance sheet of the Seller Sellers as of the Initial Closing Date (the “Gift Certificate Outstanding Balance”) and the Seller Sellers shall indemnify Purchaser for any such amount in accordance with Section 11.1 and Section 11.411.1. Following such fifteen (15) month period, Purchaser shall not honor any Gift Certificates, and following the sixteenth (16th) month after the Closing Date, the Escrow Agent (as hereinafter defineddefined in Section 11.4) shall deliver to Seller Sellers the remaining balance of Escrow Account (as hereinafter defineddefined in Section 11.4) in accordance with the Escrow Agreement. The Escrow Agreement shall provide that (i) the Purchaser shall obtain repayment for the redeemed Gift Certificates only upon delivery of same to the Escrow Agent and (ii) the Escrow Agent shall promptly deliver such redeemed Gift Certificates to QueyrouzeXxxxx, as agent for the SellerSellers.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ruths Chris Steak House, Inc.)