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SEC Filings

S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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Service Costs (each invoice date or notification date, a "Payment Date"). At McDonald's option, and upon reasonable notice to Chipotle, Chipotle shall make such payments through McDonald's intracompany billing system, cash management systems, or by wire transfer of immediately available funds payable to the order of McDonald's. If Chipotle fails to pay any monthly payment within ten (10) business days of the relevant Payment Date, Chipotle shall be obligated to pay, in addition to the amount due on such Payment Date, interest on such amount at the prime rate announced by JP Morgan Chase (as of the applicable Payment Date) plus two percent (2%) per annum, compounded monthly from the relevant Payment Date through the date of payment.

        Notwithstanding the foregoing, if Chipotle has reasonable basis to believe an invoice is incorrect, Chipotle shall notify McDonald's of the basis for its belief and the Parties shall reasonably cooperate to resolve such matter. Provided Chipotle has timely paid all amounts not in dispute, in such event, interest shall not accrue on any amount in dispute and no default shall be alleged until the earlier of (x) thirty (30) days from the Payment Date and (y) three (3) business days following resolution of such matter.

ARTICLE IV
CHIPOTLE DELEGATION; TRADEMARKS AND SERVICE MARKS

        Section 4.01. Delegation. Chipotle delegates to McDonald's final, binding, and exclusive authority, responsibility, and discretion to interpret and construe the provisions of McDonald's Plans. McDonald's may further delegate such authority to third-party plan administrators.

        Section 4.02. Trademarks and Service Marks. Chipotle agrees to permit McDonald's and its Subsidiaries to use the trademarks and service marks owned by Chipotle or any of its Subsidiaries at no cost to McDonald's or its Subsidiaries for use in McDonald's annual report to shareholders, documentation relating to any of the Services, and for any other similar purposes, so long as Chipotle reviews and consents to such particular uses, said consent not to be unreasonably withheld, delayed or conditioned.

ARTICLE V
LIMITATION OF LIABILITY; INDEMNIFICATION

        Section 5.01. Limitation of Liability.

        (a)   Chipotle agrees that none of McDonald's and its Subsidiaries and their respective directors, officers, agents, and employees (each, a "McDonald's Indemnified Person") shall have any liability, whether direct or indirect, in contract or tort or otherwise, to Chipotle or any of its Subsidiaries for or in connection with the Services rendered or to be rendered by any McDonald's Indemnified Person pursuant to this Agreement or any other services rendered by any McDonald's Indemnified Person, the transactions contemplated by this Agreement, or any McDonald's Indemnified Person's actions or inactions in connection with any such Services, any such other services, or any such transactions, except for damages which have resulted from such McDonald's Indemnified Person's willful misconduct in connection with any such Services, other services, transactions, actions or inactions.

        (b)   NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR AT LAW OR IN EQUITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES FOR PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION OR ANY OTHER LOSS) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, ARISING FROM OR RELATING TO ANY CLAIM MADE UNDER THIS AGREEMENT OR REGARDING THE PROVISION OF OR THE FAILURE TO PROVIDE THE SERVICES OR ANY OTHER SERVICES. THE FOREGOING LIMITATION WILL NOT LIMIT EITHER PARTY'S

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