Physical Count. Buyer shall conduct the Physical Count in accordance with customary industry practices and applicable Law (including Gaming Laws) within seven days following the Closing Date. Schedule 2.7(d) sets forth an example calculation of Purchased Cash as of January 31, 2023. At least two licensed and experienced personnel of Buyer at each facility where the Physical Count is conducted shall certify in writing the amount of Purchased Cash located at such facility which is counted in the Physical Count, and Bu▇▇▇ ▇hall deliver such signed written certifications to Parent within five days of the completion of the Physical Count. Subject to compliance with applicable Law (including Gaming Laws), Parent shall have the right to designate one or more employees or advisors to observe the Physical Count at any one or more locations at which the Physical Count may be conducted, and Buyer shall arrange for access for such designees. Parent shall make such designation in writing delivered to Buyer at least two days prior to the Closing Date. Parent shall have the right to review and inspect all records regarding and query all personnel involved in the Physical Count for 90 days after the Closing Date and, within such period, to raise any objections regarding the conduct of the Physical Count or identify any discrepancies or errors which Parent may identify in the Physical Count.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Golden Entertainment, Inc.)
Physical Count. Buyer shall conduct the Physical Count in accordance with customary industry practices and applicable Law (including Gaming Laws) within seven days following the Closing Date. Schedule 2.7(d) sets forth an example calculation of Purchased Cash as of January 31, 2023. At least two licensed and experienced personnel of Buyer at each facility where the Physical Count is conducted shall certify in writing the amount of Purchased Cash located at such facility which is counted in the Physical Count, and Bu▇▇▇▇▇ ▇hall shall deliver such signed written certifications to Parent within five days of the completion of the Physical Count. Subject to compliance with applicable Law (including Gaming Laws), Parent shall have the right to designate one or more employees or advisors to observe the Physical Count at any one or more locations at which the Physical Count may be conducted, and Buyer shall arrange for access for such designees. Parent shall make such designation in writing delivered to Buyer at least two days prior to the Closing Date. Parent shall have the right to review and inspect all records regarding and query all personnel involved in the Physical Count for 90 days after the Closing Date and, within such period, to raise any objections regarding the conduct of the Physical Count or identify any discrepancies or errors which Parent may identify in the Physical Count.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Golden Entertainment, Inc.)