OpCo Buyer definition
Examples of OpCo Buyer in a sentence
The OpCo Buyer shall, and shall cause its Representatives to, abide by the terms of the OpCo Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.
The OpCo Buyer acknowledges and agrees that its obligations under this Agreement and any Ancillary Agreements, including its obligations to consummate the Closing, are not contingent upon its receipt of financing of any kind.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the OpCo Buyer.
Any payments or adjustments made pursuant to this Section 2.06 shall be treated as an adjustment to the Membership Interests Purchase Price by the Seller and the OpCo Buyer for Tax purposes, unless otherwise required by Law.
Neither the OpCo Buyer nor any OpCo Buyer Related Party has suffered a suspension or revocation of any license held under the gaming laws necessary to conduct the business and operations of the OpCo Buyer Licensed Parties in each of the jurisdictions in which the OpCo Buyer Licensed Parties own or operate gaming facilities.
If the Post-Closing Adjustment is a negative number, the Seller shall pay to the OpCo Buyer an amount equal to the Post-Closing Adjustment.
The OpCo Buyer has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company for such purpose.
If the Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by the Seller and shall be final and binding on the Seller and the OpCo Buyer.
The Independent Accountant shall only decide the specific items under dispute by the Seller and the OpCo Buyer and its decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Statement and the Statement of Objections, respectively.
For the avoidance of doubt, (i) the amount payable by the OpCo Buyer at the Closing pursuant to Section 2.04(c)(i) through (iv) shall not exceed the Base Membership Interests Purchase Price, as adjusted by the Closing Adjustment and (ii) the amount payable by the PropCo Buyer at the Closing in connection with the Transactions and under the Real Estate Purchase Agreement shall not exceed the Real Estate Purchase Price.