Financial Advisor Opinions. The Board of Directors of Parent and the special committee of the Board of Directors of Parent shall have received, as of a date that is reasonably proximate to each of the First Closing Date (for purposes of the opinions given with respect to the First Transaction pursuant to this Section 9.1(c)) and the Second Closing Date (for purposes of the opinions given with respect to the Second Transaction pursuant to this Section 9.1(c)), (x) the opinion described in Section 5.7(i)(b) with respect to (1) in the case of the First Transaction, the First Transaction Base Amount and the aggregate of the enterprise value of the First Transaction Purchased Entities and the value of the Management Fee Stream with respect to The Quad, The Xxxxxxxx and Bally’s, and (2) in the case of the Second Transaction, the Second Transaction Base Amount and the aggregate of the enterprise value of the Second Transaction Purchased Entity and the value of the Management Fee Stream with respect to Xxxxxx’x, in the case of each of the opinions described in the foregoing clauses (x)(1) and (x)(2) of this Section 9.1(c) respectively, in substantially the form delivered on or prior to the date hereof, and (y) an opinion that (1) with respect to the First Transaction, collectively, (A) the sale of the First Transaction Purchased Assets in exchange for the First Transaction Base Amount pursuant to this Agreement, and (B) the transactions contemplated by the Property Management Agreements with respect to The Quad, The Xxxxxxxx and Bally’s and the Services Joint Venture Arrangements, are on terms that are (i) no less favorable to CEOC or such relevant restricted subsidiary, as applicable, than would be obtained in a comparable arm’s length transaction with a person that is not an affiliate and (ii) not materially less favorable to CEOC or such relevant restricted subsidiary, as applicable, than those that could have been obtained in a comparable transaction by CEOC or such relevant restricted subsidiary with an unrelated person, and (2) with respect to the Second Transaction, collectively, (A) the sale of the Second Transaction Purchased Assets in exchange for the Second Transaction Base Amount pursuant to this Agreement, and (B) the transactions contemplated by the Amended and Restated New Orleans Management Agreement and the Services Joint Venture Arrangements, are on terms that are (i) no less favorable to CEOC or such relevant restricted subsidiary, as applicable, than would be obtained in ...
Financial Advisor Opinions. The RMT Partner Board has received the separate opinions of Xxxxx & Company LLC and X.X. Xxxxxx Securities LLC to the effect that, as of the date of such opinions and based upon and subject to the various qualifications, assumptions, limitations and other matters set forth therein, the Merger Consideration provided for pursuant to this Agreement is fair, from a financial point of view, to RMT Partner.
Financial Advisor Opinions. The Board of Directors of Parent and the special committee of the Board of Directors of Parent have received (i) the written opinion of Centerview Partners, LLC to the effect that, as of the date thereof and based on and subject to the limitations and assumptions set forth therein, (a) the Base Amount is fair, from a financial point of view to Parent, and (b) the Base Amount is reasonably equivalent to the aggregate of the enterprise value of the Purchased Entities and the value of the Management Fee Stream, and (ii) the written opinion of Duff & Xxxxxx, LLC to the effect that, as of the date thereof and based on and subject to the limitations and assumptions set forth therein, the sale of the Purchased Assets in exchange for the Base Amount is on terms that are no less favorable to CEOC or such relevant restricted subsidiary, as applicable, than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate.
Financial Advisor Opinions. The Board of Directors of Parent and the special committee of the Board of Directors of Parent shall have received, as of a date that is reasonably proximate to the Closing Date, (x) the opinion described in Section 5.7(i)(b) in substantially the form delivered on or prior to the date hereof, and (y) an opinion that, collectively, (A) the sale of the Purchased Assets in exchange for the Base Amount pursuant to this Agreement, and (B) the transactions contemplated by the Property Management Agreements and the Services Joint Venture Arrangements, are on terms that are (i) no less favorable to CEOC or such relevant restricted subsidiary, as applicable, than would be obtained in a comparable arm’s length transaction with a person that is not an affiliate and (ii) not materially less favorable to CEOC or such relevant restricted subsidiary, as applicable, than those that could have been obtained in a comparable transaction by CEOC or such relevant restricted subsidiary with an unrelated person, in the case of clauses (x) and (y) of this Section 9.1(c), either from the financial advisor named in Section 5.7 or such other independent, nationally recognized financial advisor as selected by Parent and approved by Growth Partners (such approval not to be unreasonably withheld, conditioned or delayed).
