Estimated Operations Settlements. Not less than five (5) business days prior to the Closing Date, each Seller shall deliver to Buyer an estimated accounting for its Property as of the Transfer Time of the items set forth in subclauses (a) through (f) of this Section 4.2 (such accounting for each Seller, an "Estimated Operations Settlement"). Such amounts determined to be due and owing to a Seller or to Buyer, as applicable, pursuant to an Estimated Operations Settlement shall be paid by Buyer or the appropriate Seller, as applicable, at the Closing pursuant to Section 3.1(b) hereof (any such funds paid to or from ▇▇▇▇▇▇'▇ Seller One being referred to herein as the "▇▇▇▇▇▇'▇ Seller One Estimated Operations Payment"; any such funds paid to or from ▇▇▇▇▇▇'▇ Seller Two being referred to herein as the "▇▇▇▇▇▇'▇ Seller Two Estimated Operations Payment"; any such funds paid to or from Caesars Seller One being referred to herein as the "Caesars Seller One Estimated Operations Payment"; any such funds paid to or from Caesars Seller Two being referred to herein as the "Caesars Seller Two Estimated Operations Payment"; and such funds are collectively referred herein as the "Estimated Operations Payment"). Any amounts determined to be due and owing to Buyer by a Seller pursuant to an Estimated Closing Statement shall reduce the Purchase Price payable to such Seller at Closing. Notwithstanding anything in this agreement, the Estimated Closing Payment shall be in addition to the Purchase Price. Notwithstanding anything in this Agreement, the Estimated Operations Payment shall be in addition to the Purchase Price.
Appears in 1 contract
Sources: Asset Purchase Agreement (Caesars Entertainment Inc)
Estimated Operations Settlements. Not less than five (5) business days prior to the Closing Date, each Seller shall deliver to Buyer an estimated accounting for its Property as of the Transfer Time of the items set forth in subclauses (a) through (f) of this Section 4.2 (such accounting for each Seller, an "“Estimated Operations Settlement"”). Such amounts determined to be due and owing to a Seller or to Buyer, as applicable, pursuant to an Estimated Operations Settlement shall be paid by Buyer or the appropriate Seller, as applicable, at the Closing pursuant to Section 3.1(b) hereof (any such funds paid to or from ▇▇▇▇▇▇'’▇ Seller One being referred to herein as the "“▇▇▇▇▇▇'’▇ Seller One Estimated Operations Payment"”; any such funds paid to or from ▇▇▇▇▇▇'’▇ Seller Two being referred to herein as the "“▇▇▇▇▇▇'’▇ Seller Two Estimated Operations Payment"”; any such funds paid to or from Caesars Seller One being referred to herein as the "“Caesars Seller One Estimated Operations Payment"”; any such funds paid to or from Caesars Seller Two being referred to herein as the "“Caesars Seller Two Estimated Operations Payment"”; and such funds are collectively referred herein as the "“Estimated Operations Payment"”). Any amounts determined to be due and owing to Buyer by a Seller pursuant to an Estimated Closing Statement shall reduce the Purchase Price payable to such Seller at Closing. Notwithstanding anything in this agreement, the Estimated Closing Payment shall be in addition to the Purchase Price. Notwithstanding anything in this Agreement, the Estimated Operations Payment shall be in addition to the Purchase Price.
Appears in 1 contract
Sources: Asset Purchase Agreement (Harrahs Entertainment Inc)