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

Purchase and Sale of Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, transfer and deliver to the Buyers free and clear of all Liens (other than restrictions under applicable securities Laws and Gaming Laws), and the Buyers shall purchase from each of the Sellers, the Purchased Interests set forth opposite each such Buyer’s or Seller’s name on Schedule I attached hereto, for consideration in an amount equal to the Purchase Price. As used herein, (a) the “Purchase Price” shall be an amount equal to (i) One-Hundred and Fifty-Five Million Dollars ($155,000,000) (the “Base Purchase Price”), which Base Purchase Price shall be allocated among the Purchased Interests in accordance with Schedule I, plus (ii) the amount (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 Indebtedness, minus (v) the Remaining Required CapEx Amount, if any, (b) the “Closing Payment” shall be an amount equal to (1) the Base Purchase Price, plus (2) the amount (if any) by which the Estimated Working Capital exceeds the Target Working Capital, minus (3) the amount (if any) by which the Target Working Capital exceeds the Estimated Working Capital, minus (4) the amount of the Estimated Closing Indebtedness, minus (5) the Remaining Required CapEx Amount, if any, minus (6) the Installment Payment, and (c) the “Installment Payment” shall be an amount equal to Fifteen Million Dollars ($15,000,000).

Purchase and Sale of Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, transfer and deliver to the Buyers free and clear of all Liens (other than restrictions under applicable securities Laws and Gaming Laws), and the Buyers shall purchase from each of the Sellers, the Purchased Interests set forth opposite each such Buyer’s or Seller’s name on Schedule I attached hereto, for consideration in an amount equal to the Purchase Price. As used herein, (a) the “Purchase Price” shall be an amount equal to (i) One-Hundred and Fifty-Five Million Dollars aggregate purchase price of two hundred thirty million dollars ($155,000,000230,000,000) (the “Base Purchase Price”), which Base Purchase Price shall be allocated among the Purchased Interests in accordance with Schedule II attached hereto. As used herein, (a) the aggregate purchase price for the Purchased Interests (the “Purchase Price”) shall be an amount equal to (i) the Base Purchase Price, plus (ii) the amount (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 Indebtedness, minus (v) the Remaining Required CapEx Amount, if any, and (b) the “Closing Payment” shall be an amount equal to (1i) the Base Purchase Price, plus (2ii) the amount (if any) by which the Estimated Working Capital exceeds the Target Working Capital, minus (3iii) the amount (if any) by which the Target Working Capital exceeds the Estimated Working Capital, Capital minus (4iv) the amount of the Estimated Closing Indebtedness, minus (5) the Remaining Required CapEx Amount, if any, minus (6) the Installment Payment, and (c) the “Installment Payment” shall be an amount equal to Fifteen Million Dollars ($15,000,000).

Purchase and Sale of Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer shall cause the Buyer Purchasing Subsidiaries to purchase the Purchased Interests from the Sellers in such proportions as shall be designated in writing by the Buyer, and each Seller shall sell, transfer and deliver to the Buyers free and clear of all Liens (other than restrictions under applicable securities Laws and Gaming Laws), and the Buyers shall purchase from each of the Sellers, such Buyer Purchasing Subsidiaries the Purchased Interests set forth opposite each owned by such Buyer’s or Seller’s name on Schedule I attached hereto, . The aggregate purchase price for consideration in an amount equal to the Purchase Price. As used herein, Purchased Interests (a) the “Purchase Price” ”), shall be an amount equal to (ia) One-Hundred and Fifty-Five Million three hundred twenty seven million five hundred thousand Dollars ($155,000,000) (the “Base Purchase Price”327,500,000), which Base Purchase Price shall be allocated among the Purchased Interests in accordance with Schedule I, plus (iib) the Cash Amount, plus (c) the amount (if any) by which the Closing Working Capital exceeds the Target Working Capital or Capital, plus (d) the Deferred Compensation Asset, minus (iiie) the amount (if any) by which the Target Working Capital exceeds the Closing Working Capital, minus (ivf) the amount of the Closing Indebtedness, minus (v) the Remaining Required CapEx Amount, if any, (b) the “Closing Payment” shall be an amount equal to (1) 50% of the Base Purchase Price, plus (2) the amount (if any) by which the Estimated Working Capital exceeds the Target Working CapitalR&W Insurance Policy Premium, minus (3g) the amount (if any) by which the Target Working Capital exceeds the Estimated Working CapitalIndebtedness Amount, minus (4h) the amount of the Estimated Closing IndebtednessAccrued Donation Amount, minus (5i) the Remaining Required CapEx Accrued Gaming Taxes Amount, if any, minus (6) the Installment Payment, and (c) the “Installment Payment” shall be an amount equal to Fifteen Million Dollars ($15,000,000j).

Purchase and Sale of Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer shall cause the Buyer Purchasing Subsidiaries to purchase the Purchased Interests from the Sellers in such proportions as shall be designated in writing by the Buyer, and each Seller shall sell, transfer and deliver to the Buyers free and clear of all Liens (other than restrictions under applicable securities Laws and Gaming Laws), and the Buyers shall purchase from each of the Sellers, such Buyer Purchasing Subsidiaries the Purchased Interests set forth opposite each owned by such Buyer’s or Seller’s name on Schedule I attached hereto, . The aggregate purchase price for consideration in an amount equal to the Purchase Price. As used herein, Purchased Interests (a) the “Purchase Price” ”), shall be an amount equal to (ia) One-Hundred and Fifty-Five Million three hundred twenty seven million five hundred thousand Dollars ($155,000,000) (the “Base Purchase Price”327,500,000), which Base Purchase Price shall be allocated among the Purchased Interests in accordance with Schedule I, plus (iib) the Cash Amount, plus (c) the amount (if any) by which the Closing Working Capital exceeds the Target Working Capital or Capital, plus (d) the Deferred Compensation Asset, minus (iiie) the amount (if any) by which the Target Working Capital exceeds the Closing Working Capital, minus (ivf) the amount of the Closing Indebtedness, minus (v) the Remaining Required CapEx Amount, if any, (b) the “Closing Payment” shall be an amount equal to (1) 50% of the Base Purchase Price, plus (2) the amount (if any) by which the Estimated Working Capital exceeds the Target Working CapitalR&W Insurance Policy Premium, minus (3g) the amount (if any) by which the Target Working Capital exceeds the Estimated Working CapitalIndebtedness Amount, minus (4h) the amount of the Estimated Closing IndebtednessAccrued Donation Amount, minus (5i) the Remaining Required CapEx Accrued Gaming Taxes Amount, if any, minus (6j) the Installment Payment, and Deferred Compensation Liability. Buyer shall pay (cor cause to be paid) the “Installment Payment” shall be an amount equal Purchase Price and the other payments contemplated hereby as provided in Section 1.5 and subject to Fifteen Million Dollars ($15,000,000)adjustment as set forth in Section 1.6.