Common use of Purchase and Sale of Purchased Interests Clause in Contracts

Purchase and Sale of Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer shall cause the Buyer Purchasing Subsidiaries to purchase the Purchased Interests from the Sellers in such proportions as shall be designated in writing by the Buyer, and each Seller shall sell, transfer and deliver to such Buyer Purchasing Subsidiaries the Purchased Interests owned by such Seller. The aggregate purchase price for the Purchased Interests (the “Purchase Price”), shall be an amount equal to (a) three hundred twenty seven million five hundred thousand Dollars ($327,500,000), plus (b) the Cash Amount, plus (c) the amount (if any) by which the Closing Working Capital exceeds the Target Working Capital, plus (d) the Deferred Compensation Asset, minus (e) the amount (if any) by which the Target Working Capital exceeds the Closing Working Capital, minus (f) an amount equal to 50% of the R&W Insurance Policy Premium, minus (g) the Indebtedness Amount, minus (h) the Accrued Donation Amount, minus (i) the Accrued Gaming Taxes Amount, minus (j)

Purchase and Sale of Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer shall cause the Buyer Purchasing Subsidiaries to purchase the Purchased Interests from the Sellers in such proportions as shall be designated in writing by the Buyer, and each Seller shall sell, transfer and deliver to such Buyer Purchasing Subsidiaries the Buyers free and clear of all Liens (other than restrictions under applicable securities Laws and Gaming Laws), and the Buyers shall purchase from each of the Sellers, the Purchased Interests owned by set forth opposite each such Buyer’s or Seller’s name on Schedule I attached hereto, for consideration in an amount equal to the Purchase Price. The aggregate purchase price for the Purchased Interests As used herein, (a) the “Purchase Price”), ” shall be an amount equal to (ai) three hundred twenty seven million five hundred thousand One-Hundred and Fifty-Five Million Dollars ($327,500,000155,000,000) (the “Base Purchase Price”), which Base Purchase Price shall be allocated among the Purchased Interests in accordance with Schedule I, plus (b) the Cash Amount, plus (cii) the amount (if any) by which the Closing Working Capital exceeds the Target Working Capital, plus (d) the Deferred Compensation Asset, Capital or minus (eiii) the amount (if any) by which the Target Working Capital exceeds the Closing Working Capital, minus (fiv) the amount of the Closing Indebtedness, minus (v) the Remaining Required CapEx Amount, if any, (b) the “Closing Payment” shall be an amount equal to 50% of (1) the R&W Insurance Policy PremiumBase Purchase Price, plus (2) the amount (if any) by which the Estimated Working Capital exceeds the Target Working Capital, minus (g3) the Indebtedness Amountamount (if any) by which the Target Working Capital exceeds the Estimated Working Capital, minus (h4) the Accrued Donation Amountamount of the Estimated Closing Indebtedness, minus (i5) the Accrued Gaming Taxes Remaining Required CapEx Amount, if any, minus (j6) the Installment Payment, and (c) the “Installment Payment” shall be an amount equal to Fifteen Million Dollars ($15,000,000).

Purchase and Sale of Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer shall cause the Buyer Purchasing Subsidiaries to purchase the Purchased Interests from the Sellers in such proportions as shall be designated in writing by the Buyer, and each Seller shall sell, transfer and deliver to such Buyer Purchasing Subsidiaries Buyers free and clear of all Liens (other than restrictions under applicable securities Laws and Gaming Laws), and Buyers shall purchase from each of the Sellers, the Purchased Interests owned by set forth opposite each such Buyer’s or Seller’s name on Schedule I attached hereto, for an aggregate purchase price of two hundred thirty million dollars ($230,000,000) (the “Base Purchase Price”), which Base Purchase Price shall be allocated among the Purchased Interests in accordance with Schedule I attached hereto. The As used herein, (a) the aggregate purchase price for the Purchased Interests (the “Purchase Price”), ) shall be an amount equal to (ai) three hundred twenty seven million five hundred thousand Dollars ($327,500,000)the Base Purchase Price, plus (b) the Cash Amount, plus (cii) the amount (if any) by which the Closing Working Capital exceeds the Target Working Capital, plus (d) the Deferred Compensation Asset, Capital or minus (eiii) the amount (if any) by which the Target Working Capital exceeds the Closing Working Capital, minus (fiv) the amount of the Closing Indebtedness, and (b) the “Closing Payment” shall be an amount equal to 50% of the R&W Insurance Policy Premium, minus (g) the Indebtedness Amount, minus (h) the Accrued Donation Amount, minus (i) the Accrued Gaming Taxes AmountBase Purchase Price, plus (ii) the amount (if any) by which the Estimated Working Capital exceeds the Target Working Capital, minus (j)iii) the amount (if any) by which the Target Working Capital exceeds the Estimated Working Capital minus (iv) the amount of the Estimated Closing Indebtedness.

Purchase and Sale of Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer shall cause the Buyer Purchasing Subsidiaries to purchase the Purchased Interests from the Sellers in such proportions as shall be designated in writing by the Buyer, and each Seller shall sell, transfer and deliver to such Buyer Purchasing Subsidiaries the Purchased Interests owned by such Seller. The aggregate purchase price for the Purchased Interests (the “Purchase Price”), shall be an amount equal to (a) three hundred twenty seven million five hundred thousand Dollars ($327,500,000), plus (b) the Cash Amount, plus (c) the amount (if any) by which the Closing Working Capital exceeds the Target Working Capital, plus (d) the Deferred Compensation Asset, minus (e) the amount (if any) by which the Target Working Capital exceeds the Closing Working Capital, minus (f) an amount equal to 50% of the R&W Insurance Policy Premium, minus (g) the Indebtedness Amount, minus (h) the Accrued Donation Amount, minus (i) the Accrued Gaming Taxes Amount, minus (j)) the Deferred Compensation Liability. Buyer shall pay (or cause to be paid) the Purchase Price and the other payments contemplated hereby as provided in Section 1.5 and subject to adjustment as set forth in Section 1.6.