Common use of Requirements of HLV Repurchase Right Property Package Request Clause in Contracts

Requirements of HLV Repurchase Right Property Package Request. As a condition to exercising the HLV Repurchase Right, Owner shall deliver to VICI during the HLV Repurchase Election Period a notice of Owner’s intention to exercise the HLV Repurchase Right and a request for the HLV Repurchase Right Property Package from VICI (collectively, the “HLV Repurchase Right Property Package Request”). As promptly as practicable after receipt of the HLV Repurchase Right Property Package Request, but in no event later than the date occurring thirty (30) days after VICI’s receipt of the HLV Repurchase Right Property Package Request, VICI shall provide to Owner a package of information (the “HLV Repurchase Right Property Package”), which shall include the following: (i) the proposed HLV Repurchase Sale Agreement, in the condition required by this Agreement, which shall include the HLV Repurchase Right Purchase Price and Closing Date; (ii) the computation of the proposed HLV Repurchase Right Purchase Price; and (iii) Diligence Materials (if and to the extent VICI has such materials in its possession and Lessee does not already have same at the time the HLV Repurchase Right Property Package Request was received). Promptly upon Owner’s reasonable request therefor, VICI shall provide to Owner additional information reasonably related to the HLV Repurchase Right, to the extent such information is in its possession and Lessee does not already have same. VICI and Owner agree to use good faith, commercially reasonable efforts, for a period of thirty (30) days after VICI’s receipt of the HLV Repurchase Right Property Package Request to negotiate, prepare and finalize the HLV Removal Amendment, including all exhibits and schedules thereto. If, despite such efforts, the Parties are unable to reach agreement on the final form of the HLV Removal Amendment prior to the expiration of such thirty (30) day period, then, upon the expiration of such thirty (30) day period, the terms and conditions of the HLV Removal Amendment that remain unresolved shall be established pursuant to arbitration in accordance with the procedures set forth in Section 6 hereof.

Requirements of HLV Repurchase Right Property Package Request. As a condition to exercising the HLV Repurchase Right, Owner shall deliver to VICI during the HLV Repurchase Right Election Period a notice of Owner’s intention to exercise the HLV Repurchase Right Right, and a request for the HLV Repurchase Right Property Package from VICI (collectively, the “HLV Repurchase Right Property Package Request”). As promptly as practicable after receipt of the HLV Repurchase Right Property Package Request, but in no event later than the date occurring thirty (30) days after VICI’s receipt of the HLV Repurchase Right Property Package Request, VICI shall provide to Owner a package of information (the “HLV Repurchase Right Property Package”), which shall include the following: (i) the proposed HLV Repurchase Sale Agreement, in the condition required by this Agreement, which shall include the HLV Repurchase Right Purchase Price and Closing Date; (ii) the computation of the proposed HLV Repurchase Right Purchase Price; and (iii) Diligence Materials (if and to the extent VICI has such materials in its possession and Lessee does not already have same at the time the HLV Repurchase Right Property Package Request was received). Promptly upon Owner’s reasonable request therefor, VICI shall provide to Owner additional information reasonably related to the HLV Repurchase Right, to the extent such information is in its possession and Lessee does not already have same. VICI and Owner agree to use good faith, commercially reasonable efforts, for a period of thirty (30) days after VICI’s receipt of the HLV Repurchase Right Property Package Request to negotiate, prepare and finalize the HLV Removal Amendment, including all exhibits and schedules thereto. If, despite such efforts, the Parties are unable to reach agreement on the final form of the HLV Removal Amendment prior to the expiration of such thirty (30) day period, then, upon the expiration of such thirty (30) day period, the terms and conditions of the HLV Removal Amendment that remain unresolved shall be established pursuant to arbitration in accordance with the procedures set forth in Section 6 hereof.