Common use of Purchase and Sale of Purchased Interests Clause in Contracts

Purchase and Sale of Purchased Interests. (a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer and convey to the Purchaser, and the Purchaser shall purchase and acquire from the Seller and assume and accept the Liabilities associated with, the Purchased Interests, free and clear of all Liens (other than Permitted Liens). (b) In consideration for the sale and transfer of the Purchased Interests by the Seller to the Purchaser, the Purchaser shall (x) make the issuances contemplated by Section 2.07, (y) make the payments contemplated by Section 2.08, if any, and (z) pay to the Seller, upon the terms and subject to the conditions set forth in this Agreement, an amount (the “Adjusted Purchase Price”) equal to: (i) the Base Purchase Price; (ii) minus the Leakage Amount (which Leakage Amount may be a positive number or zero), if any; (iii) minus the amount of the Closing Transaction Expenses (which Closing Transaction Expenses may be a positive number or zero) to the extent not paid by or on behalf of the Seller prior to the Closing; and (iv) plus the aggregate amount of all cash contributed to the Company after the Effective Time but before the Closing (which amount may be a positive number or zero), in each case, by or on behalf of Seller (“Closing Cash Contributions”). (c) Not later than five Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a statement (the “Pre-Closing Statement”) setting forth its good faith estimates of (i) (A) the Leakage Amount, (B) Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (C) Closing Cash Contributions, in each case, determined in accordance with this Agreement and (ii) the Adjusted Purchase Price resulting from the foregoing estimates (the “Estimated Purchase Price”).

Purchase and Sale of Purchased Interests. (a) At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer and convey deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller and assume and accept the Liabilities associated with, the Purchased Interests, Buyer free and clear of all Liens Encumbrances (other than Permitted Liensrestrictions under applicable securities Laws and Gaming Laws). , and Buyer shall purchase from Seller, the Purchased Interests set forth on Schedule I, for an aggregate purchase price of six hundred and fifty million Dollars (b$650,000,000) In consideration for plus the sale Ticking Fee, to the extent applicable, plus the Net Cash Adjustment Amount, if a positive number, and transfer less the Net Cash Adjustment Amount, if a negative number (together, the “Purchase Price”), payable in accordance with Section 1.4. As a result of Buyer’s acquisition of the Purchased Interests by Interests, Buyer shall indirectly (i) acquire all of the Seller to right, title and interest of the PurchaserPurchased Companies, other than the Purchaser shall Excluded Assets (x) make the issuances contemplated by Section 2.07, (y) make the payments contemplated by Section 2.08, if any“Purchased Assets”), and (zii) pay to assume none of the Sellerobligations or Liabilities of the Purchased Companies, upon the terms and subject to the conditions other than those set forth in this Agreement, an amount on Section 1.1(a) of the Disclosure Schedules (the “Adjusted Purchase Price”) equal to: (i) the Base Purchase Price; (ii) minus the Leakage Amount (which Leakage Amount may be a positive number or zero), if any; (iii) minus the amount of the Closing Transaction Expenses (which Closing Transaction Expenses may be a positive number or zero) to the extent not paid by or on behalf of the Seller prior to the Closing; and (iv) plus the aggregate amount of all cash contributed to the Company after the Effective Time but before the Closing (which amount may be a positive number or zero), in each case, by or on behalf of Seller (“Closing Cash ContributionsAssumed Liabilities”). . Not more than seven (c7) Not later Business Days nor less than five three (3) Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser Buyer a statement showing the Seller’s good faith calculation of the Net Cash Adjustment Amount, including the calculation thereof in reasonable detail and with reasonable backup documentation regarding the calculation of such amounts. Buyer and its Representatives shall be entitled to reasonable access during normal business hours to the relevant records, personnel and working papers of the Purchased Companies to aid in their review of the calculation of the Net Cash Adjustment Amount. Seller and Buyer shall work together in good faith to agree on the Net Cash Adjustment Amount prior to the Closing; provided, however, that the failure to agree on such amount shall not delay or otherwise prevent the Closing and, to the extent of any remaining dispute, for purposes of the Closing, the Seller’s calculation of the Net Cash Adjustment Amount shall prevail. In the event that any dispute regarding the Net Cash Adjustment Amount remains following the Closing, the parties shall use commercially reasonable efforts to resolve such dispute within thirty (30) days following the Closing and following such period any remaining dispute shall be referred to a nationally recognized accounting firm that is mutually agreed by Seller and Buyer. (b) Notwithstanding anything to the contrary contained in this Agreement, on or prior to the Closing, (i) the Company or a Company Subsidiary shall convey, transfer and assign to Seller (or its designee) and Seller (or its designee) shall obtain the right, title and interest in and to each and all of the assets of the Company listed on Section 1.1(b)(i) of the Disclosure Schedules (the “Pre-Closing StatementExcluded Assets”) setting forth and (ii) Seller (or its good faith estimates designee other than any Purchased Company) shall assume, other than the Assumed Liabilities, all of the liabilities of the Company to the extent arising out of, relating to, or in connection with the ownership or operation of either the Real Property or the Purchased Companies prior to the Closing (the “Excluded Liabilities”, including those listed on Section 1.1(b)(ii) of the Disclosure Schedules), and Seller or such designee shall pay, perform and discharge, as and when due, all of the obligations under the Excluded Liabilities and otherwise associated with such assumption. Notwithstanding anything to the contrary contained in this Agreement, if the attempted or actual conveyance, assignment or transfer to Seller (or its designee) of any Excluded Assets is non-assignable or non-transferrable, by its terms, without the consent of a third party (each, a “Non-Assignable Excluded Asset”), then Seller and Buyer shall each use their reasonable best efforts, including following the Closing to the extent applicable for a period of eighteen (18) months, to obtain the authorization, approval, consent or waiver of such other party to the applicable conveyance, transfer or assignment of any such Non-Assignable Excluded Asset. Notwithstanding the foregoing, in no event shall the failure to obtain a consent with respect to a Non-Assignable Excluded Asset delay or otherwise impede the Closing, but the Closing shall not constitute the sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Excluded Asset, and this Agreement shall not constitute a conveyance, assignment, transfer or delivery of any such Non-Assignable Excluded Asset unless and until such authorization, approval, consent or waiver is obtained. The parties shall enter into a commercially reasonable arrangement to provide that Seller (or its designee) shall receive the interest of the Company in the benefits and obligations under such Non-Assignable Excluded Asset, and Seller shall be liable to the Company in a fashion equivalent to what its Liabilities would be under the Non-Assignable Excluded Asset if it were assigned, transferred or conveyed, until the earlier of (i) eighteen (A18) months after the Leakage Amount, (B) Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (C) Closing Cash Contributions, in each case, determined in accordance with this Agreement and (ii) such time as such third party authorization, approval, consent or waiver shall have been obtained, and such arrangement shall include performance by the Adjusted Purchase Price resulting from Company as an agent of Seller (or its designee) to the foregoing estimates extent commercially reasonable. If, following the Closing, any (i) right, property or asset forming part of the “Estimated Purchase Price”)Purchased Assets or (ii) any Liability forming part of the Assumed Liabilities is found to remain in the possession of Seller or one of its Affiliates in error, either directly or indirectly, Seller shall transfer, or shall cause its Affiliates to transfer, and Buyer shall accept, assume or indemnify for, as applicable, or shall cause its Affiliates to accept, assume or indemnify for, as applicable, such right, property, asset or Liability as soon as reasonably practicable. If, following the Closing, any (i) right, property or asset forming part of the Excluded Assets or (ii) any Liability forming part of the Excluded Liabilities is found to remain in the possession of any Purchased Company, in error, either directly or indirectly, Buyer shall cause the applicable Purchased Company to transfer, and Seller shall accept, assume or indemnify for, as applicable, or shall cause its Affiliates to accept, assume or indemnify for, as applicable, such right, property, asset or Liability as soon as reasonably practicable.

Purchase and Sale of Purchased Interests. (a) Immediately prior to or concurrently with the Parties’ execution and delivery of this Agreement on the Signing Date, the Purchaser shall pay (or cause to be paid) to the Escrow Agent a cash deposit equal to $31,235,000 (the “Deposit”) by wire transfer of immediately available funds to be held in accordance with the terms hereof and the Escrow Agreement. The Deposit is nonrefundable, except as otherwise expressly set forth in Section 11.02. In the event the Closing occurs, an amount equal to the Deposit will be disbursed to the Seller and credited toward the payment of the Adjusted Purchase Price. (b) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer and convey to the Purchaser, and the Purchaser shall purchase and acquire from the Seller and assume and accept the Liabilities associated with, the Purchased Company Interests, free and clear of all Liens (other than applicable Permitted Liens). (bc) In consideration for the sale and transfer of the Purchased Company Interests by the Seller to the Purchaser, the Purchaser shall (x) make the issuances contemplated by Section 2.07, (y) make the payments contemplated by Section 2.08, if any, and (z) pay to the SellerSeller at the Closing, upon the terms and subject to the conditions set forth in this Agreement, an amount (the “Adjusted Purchase Price”) equal to: (i) the Base Purchase Price; (ii) minus (if the Leakage Amount Estimated Closing Net Working Capital is negative) or plus (which Leakage Amount may be a positive number or zero), if any;the Estimated Closing Net Working Capital is positive) the absolute value of the Estimated Closing Net Working Capital; and (iii) minus the amount of the Estimated Closing Transaction Expenses Indebtedness (which Closing Transaction Expenses may be a positive number or zeroshall include the Credit Agreement Payoff Amount) by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered by the Seller to the extent not paid by or on behalf of the Seller Purchaser at least three Business Days prior to the Closing; and Closing Date (iv) plus the aggregate amount of all cash contributed to the Company after the Effective Time but before the Closing (which amount may be a positive number or zero), in each case, by or on behalf of Seller (“Closing Cash ContributionsWire Transfer Instructions”). (cd) Not later than five three Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a statement (the “Pre-Closing Statement”) setting forth its good faith estimates of (i) (A) Closing Net Working Capital (the Leakage Amount“Estimated Closing Net Working Capital”), and (B) Closing Transaction Expenses Indebtedness (the “Estimated Closing Transaction ExpensesIndebtedness”) and (C) Closing Cash Contributions), in each case, determined in accordance with the Accounting Principles Consistently Applied, if applicable, and this Agreement and (ii) the Adjusted Purchase Price resulting from the foregoing such estimates (the “Estimated Purchase Price”).

Purchase and Sale of Purchased Interests. (a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller Sellers shall sell, assign, transfer and convey to the Purchaser, and the Purchaser shall purchase and acquire from the Seller Sellers and assume and accept the Liabilities associated with, the Purchased Interests, free and clear of all Liens (other than Permitted LiensLiens created by or on behalf of the Purchaser or any of its Affiliates, arising from restrictions under securities Laws or contained in the Organizational Documents of any Target Company). (b) In consideration for the sale and transfer of the Purchased Interests by the Seller Sellers to the Purchaser, the Purchaser shall (x) make the issuances contemplated by Section 2.07, (y) make the payments contemplated by Section 2.08, if any, and (z) pay to the SellerSellers at the Closing, upon the terms and subject to the conditions set forth in this Agreement, an amount (the “Adjusted Purchase Price”) equal to: (i) the Base Purchase Price; (ii) minus plus the Leakage Amount (which Leakage Amount may be a positive number or zero), if anyamount of Estimated Effective Time Cash; (iii) minus the amount of the Estimated Distributed Cash; (iv) minus the amount of Estimated Effective Time Indebtedness; (v) minus the amount of the Estimated Closing Transaction Expenses (which Closing Transaction Expenses may be a positive number or zero) to the extent not paid by or on behalf of the Seller prior to the ClosingExpenses; and (ivvi) plus the aggregate amount of all cash contributed Estimated Contributed Cash, by wire transfer of immediately available funds in accordance with the Purchase Price Allocation Schedule and the wire transfer instructions delivered by the Seller Representative to the Company after the Effective Time but before Purchaser prior to the Closing Date (which amount may be a positive number or zero), in each case, by or on behalf of Seller (the “Closing Cash ContributionsWire Transfer Instructions”). (c) Not later than five ten Business Days prior to the Closing Date, the Seller Representative shall deliver to the Purchaser a statement (the “Pre-Closing Statement”) setting forth its the Sellers’ good faith estimates of (i) Effective Time Cash (A) the Leakage Amount“Estimated Effective Time Cash”), (Bii) Distributed Cash (the “Estimated Distributed Cash”), (iii) Effective Time Indebtedness (“Estimated Effective Time Indebtedness”), (iv) Closing Transaction Expenses (“Estimated Closing Transaction Expenses”), (v) and Contributed Cash (Cthe “Estimated Contributed Cash”), (vi) Closing Cash Contributions, the resulting Adjusted Purchase Price in each case, case determined in accordance with this Agreement and the Accounting Principles Consistently Applied, and in a format consistent with the illustrative calculation set forth on Exhibit A and (iivii) the Preliminary DoublePoint Change in Control Value (the “Estimated DoublePoint Payment”). No later than the date that is three Business Days after its receipt of the Pre-Closing Statement, the Purchaser may submit to the Seller Representative in writing any good faith objections or proposed changes to the estimates described in the preceding sentence and the Seller Representative shall consider all such objections and proposed changes in good faith. If the Purchaser and the Seller Representative are unable to agree, in whole or in part, on the Adjusted Purchase Price or the Estimated DoublePoint Payment, then (x) the Pre-Closing Statement delivered and the Adjusted Purchase Price set forth therein (with such adjustments as the Seller Representative is willing to accept, if any) shall control for purposes of determining the Adjusted Purchase Price and (y) the Preliminary DoublePoint Change in Control Value delivered by the Seller Representative (with such adjustments as the Seller Representative is willing to accept, if any) shall control for purposes of determining the Estimated DoublePoint Payment. (d) Contemporaneously with the delivery of the Pre-Closing Statement, the Seller Representative shall deliver to the Purchaser a schedule (including any revisions thereto, the “Purchase Price Allocation Schedule”), that sets forth the allocation among the Sellers of (i) the Adjusted Purchase Price resulting Price, (ii) any Final Post-Closing Adjustment Amount, (iii) any amount to be disbursed from the foregoing estimates Escrow Account to the Sellers and (iv) costs contemplated by this Agreement to be borne by the “Estimated Sellers collectively; provided, however, that the Seller Representative may, from time to time until such time as joint written instructions have been delivered to the Escrow Agent pursuant to Section 2.06, deliver to the Purchaser a revised Purchase Price”)Price Allocation Schedule.

Purchase and Sale of Purchased Interests. (a) At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, assign, transfer and convey deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller and assume and accept the Liabilities associated with, the Purchased Interests, Buyers free and clear of all Liens (other than Permitted Liensrestrictions under applicable securities Laws and Gaming Laws). (b) In consideration for , and Buyers shall purchase from each of the sale and transfer of Sellers, the Purchased Interests by the Seller to the Purchaser, the Purchaser shall (x) make the issuances contemplated by Section 2.07, (y) make the payments contemplated by Section 2.08, if any, and (z) pay to the Seller, upon the terms and subject to the conditions set forth in this Agreementopposite each such Buyer’s or Seller’s name on Schedule I attached hereto, for an amount aggregate purchase price of two hundred thirty million dollars ($230,000,000) (the “Adjusted Base Purchase Price”), which Base Purchase Price shall be allocated among the Purchased Interests in accordance with Schedule I attached hereto. As used herein, (a) the aggregate purchase price for the Purchased Interests (the “Purchase Price”) shall be an amount equal to: to (i) the Base Purchase Price; , plus (ii) minus the Leakage Amount amount (which Leakage Amount may be a positive number or zero), if any; ) by which the Closing Working Capital exceeds the Target Working Capital or minus (iii) the amount (if any) by which the Target Working Capital exceeds the Closing Working Capital, minus (iv) the amount of the Closing Transaction Expenses Indebtedness, and (which Closing Transaction Expenses may be a positive number or zerob) to the extent not paid by or on behalf of the Seller prior to the Closing; and (iv) plus the aggregate amount of all cash contributed to the Company after the Effective Time but before the Closing (which amount may be a positive number or zero), in each case, by or on behalf of Seller (“Closing Cash Contributions”). (c) Not later than five Business Days prior Payment” shall be an amount equal to the Closing Date, the Seller shall deliver to the Purchaser a statement (the “Pre-Closing Statement”) setting forth its good faith estimates of (i) (A) the Leakage AmountBase Purchase Price, (B) Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (C) Closing Cash Contributions, in each case, determined in accordance with this Agreement and plus (ii) the Adjusted Purchase Price resulting from amount (if any) by which the foregoing estimates Estimated Working Capital exceeds the Target Working Capital, minus (iii) the “amount (if any) by which the Target Working Capital exceeds the Estimated Purchase Price”)Working Capital minus (iv) the amount of the Estimated Closing Indebtedness.

Purchase and Sale of Purchased Interests. (a) At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, assign, transfer and convey deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller and assume and accept the Liabilities associated with, the Purchased Interests, Buyer free and clear of all Liens Encumbrances (other than Permitted Liensrestrictions under applicable securities Laws and Gaming Laws), and Buyer shall purchase from each of the Sellers, the Purchased Interests set forth opposite each such Seller’s name on Schedule I, for an aggregate purchase price of three hundred twelve million five hundred thousand Dollars ($312,500,000) (the “Base Purchase Price”), payable in accordance with Section 1.6 and subject to adjustment as set forth in Section 1.7. (b) In consideration for the sale and transfer of the Purchased Interests by the Seller Notwithstanding anything to the Purchaser, the Purchaser shall (x) make the issuances contemplated by Section 2.07, (y) make the payments contemplated by Section 2.08, if any, and (z) pay to the Seller, upon the terms and subject to the conditions set forth contrary contained in this Agreement, an amount (the “Adjusted Purchase Price”) equal to: (i) the Base Purchase Price; (ii) minus the Leakage Amount (which Leakage Amount may be a positive number or zero), if any; (iii) minus the amount of the Closing Transaction Expenses (which Closing Transaction Expenses may be a positive number or zero) to the extent not paid by or on behalf of the Seller immediately prior to the Closing; and , the Company shall convey, transfer and assign to Sellers (ivor their designee) plus and Sellers (or their designee) shall obtain the aggregate amount right, title and interest in and to each and all of all cash contributed the assets of the Company listed on Schedule 1.1(b) attached hereto (the “Excluded Assets”). Notwithstanding anything to the contrary contained in this Agreement, if the attempted or actual conveyance, assignment or transfer to Sellers (or their designee) of any Excluded Assets is non-assignable or non-transferrable, by its terms, without the consent of a third party (each, a “Non-Assignable Excluded Asset”), then Sellers and Buyer shall each use their reasonable best efforts to obtain the authorization, approval, consent or waiver of such other party to the applicable conveyance, transfer or assignment of any such Non-Assignable Excluded Asset. Notwithstanding the foregoing, in no event shall the failure to obtain a consent with respect to a Non-Assignable Excluded Asset delay or otherwise impede the Closing, but the Closing shall not constitute the sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Excluded Asset, and this Agreement shall not constitute a conveyance, assignment, transfer or delivery of any such Non-Assignable Excluded Asset unless and until such authorization, approval, consent or waiver is obtained. The parties shall enter into a commercially reasonable arrangement to provide that Sellers shall receive the interest of the Company in the benefits and obligations under such Non-Assignable Excluded Asset, and Sellers shall be liable to the Company after in a fashion equivalent to what Sellers’ Liabilities would be under the Effective Time but before Non-Assignable Excluded Asset if it were assigned, transferred or conveyed, until such time as such third party authorization, approval, consent or waiver shall have been obtained, and such arrangement shall include performance by the Closing (which amount may be a positive number or zero), in each case, by or on behalf Company as an agent of Seller (“Closing Cash Contributions”). (c) Not later than five Business Days prior Sellers to the Closing Date, the Seller shall deliver to the Purchaser a statement (the “Pre-Closing Statement”) setting forth its good faith estimates of (i) (A) the Leakage Amount, (B) Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (C) Closing Cash Contributions, in each case, determined in accordance with this Agreement and (ii) the Adjusted Purchase Price resulting from the foregoing estimates (the “Estimated Purchase Price”)extent commercially reasonable.