Closing Payment Sample Clauses

Closing Payment. The balance of the Purchase Price, as adjusted by the application of the Escrow Deposit and by the prorations and credits specified herein, shall be paid in cash on the Closing Date (the amount to be paid under this subparagraph B being herein called the "Closing Payment").

Closing Payment. The payment described in Section 2.4.1;

Closing Payment. The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid by Purchaser, by wire transfer of immediately available federal funds to the Escrow Account on the “Closing Date” (as hereinafter defined) (the amount being paid under this Section 3.4 being herein called the “Closing Payment”).

Closing Payment. (a) Not less than five (5) days prior to the Closing Date, Seller shall prepare and deliver, or cause to be prepared and delivered, to Purchaser a statement (the “Pre-Closing Statement”) setting forth (i) a good faith estimate of the Closing Indebtedness (the “Estimated Closing Indebtedness”), (ii) a good faith estimate of the Closing Working Capital (the “Estimated Working Capital”), (iii) a good faith estimate of the Closing Cash (the “Estimated Cash”), and (iv) Seller’s calculation of the Estimated Closing Payment based thereon, together with reasonable detail regarding the calculation of such amount. The Pre-Closing Statement shall be accompanied by a certificate executed by the chief financial officer of Seller, certifying to Purchaser that the Pre-Closing Statement has been prepared in good faith and in accordance with this Section 2.4(a). For purposes of illustration, attached as Section 2.4(a) of the Seller Disclosure Letter is a sample statement setting forth the Closing Indebtedness, Closing Working Capital and Closing Cash, and the calculation of the amount of the Closing Payment as a result thereof, as of March 31, 2016. (b) After delivery of the Pre-Closing Statement, Seller shall, and shall cause the Companies to, (i) reasonably assist Purchaser and its Representatives in Purchaser’s review of the Pre-Closing Statement, and (ii) give Purchaser reasonable access to and copies of the books and records of the Companies and reasonable access to relevant personnel thereof (including any auditors or accountants) for the purpose of reviewing the Pre-Closing Statement, which access rights shall be exercised during normal business hours, upon reasonable prior notice and in a manner that does not unreasonably interfere with the operations of Seller and the Companies. Seller shall consider in good faith any comments on the Pre-Closing Statement submitted by Purchaser and shall make any mutually agreed upon changes to the Pre-Closing Statement in response thereto, which version shall be delivered to Purchaser at least one (1) Business Day prior to the Closing Date and shall be used at Closing as the basis for determining the Estimated Closing Payment. (c) At 12:01 A.M. Eastern Time on the Closing Date (or at such other day or time as mutually agreed by the parties), the JV Entity shall conduct a physical count of all Cage Cash held by the JV Entity, the Companies and the gaming properties of the Companies (the “Cash Count”). The Cash Count shall be condu...

Closing Payment. The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid by Purchaser, by wire transfer of immediately available federal funds to an account or accounts designated in writing by Seller.

Closing Payment. Purchaser shall have delivered the Closing Payment to Seller in the manner specified in Section 1.2.

Closing Payment. At the Closing, Buyer shall have sufficient cash available lines of credit or other sources of immediately available funds to enable it to pay the Base Purchase Price and Prepayment Premium and promptly pay any other amounts to be paid by it pursuant to and in connection with this Agreement and the Debt Financing (collectively, the “Acquisition Amounts”). Without limiting the generality of the foregoing, a true and complete copy of the commitment letter, dated as of the date hereof, among Buyer, BofA Securities, Inc. and Bank of America, N.A. (together with the Fee Letter (as defined below) and all exhibits, annexes, schedules and joinders thereto, the “Debt Commitment Letter”), has been provided to Parent, pursuant to which the lenders and other Persons party thereto (collectively, the “Lenders”) have agreed, subject to the terms and conditions set forth therein, to provide debt financing in the amounts set forth therein for the purpose, among others, of financing the transactions contemplated by this Agreement and the related fees and expenses to be incurred by Buyer in connection therewith and for the other purposes set forth therein. As of the date hereof, the Debt Commitment Letter has not been amended, restated, supplemented or otherwise modified, no such amendment or modification is pending or contemplated (except for amendments to add additional Lenders thereto), and the Debt Commitment Letter has not been withdrawn, terminated or rescinded in any respect. Buyer has fully paid or caused to be fully paid any and all commitment fees or other fees required to be paid in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter is a valid, legal, binding and an enforceable obligation of Buyer and the other Persons party thereto, subject (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). There are no other conditions or other contingencies under any agreement (including any side letters) related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute ...

Closing Payment. On or before the Closing Date, Buyer shall deposit with the Escrow Holder to be held in Escrow the balance of the Purchase Price (the “Closing Payment”), as adjusted by (a) the prorations and adjustments provided for in this Agreement and (b) the Deposit made by Buyer to Existing Owner, which is to be credited against the Purchase Price, in immediately available funds by wire transfer made payable to Escrow Holder.

Closing Payment. Buyer shall pay to Seller the Closing Payment.