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. (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 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.
