Separate Asset Value definition

Separate Asset Value has the meaning set forth in Section 8.6(n)(i).
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Separate Asset Value has the meaning set forth in Section 5.1(e)(i) (page 25).
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Separate Asset Value means the sum of (A) the Vault Cash and the book value of the Food Service Inventory and Gift Shop Inventory as of Closing, plus (B) fifty percent (50%) of the Seller's direct cost (including freight) of slot machines newly installed at the Riverboat Casino within six (6) months prior to Closing, provided such purchase and installation is approved in advance and in writing by Buyer, such approval not to be withheld unreasonably (As of the date of this Agreement, Buyer has approved the purchase of those certain slot machines identified in and subject to the terms of Schedule 2(a)), reduced by (C) the book value of the Deferred Payout Obligation (as defined in Section 3 below), each as determined at Closing in accordance with generally accepted accounting principles, consistently applied. The Purchase Price shall be payable as follows:
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Examples of Separate Asset Value in a sentence

  • The aggregate consideration to be paid by Buyer to Seller for the Riverboat Casino Assets shall be the assumption of the Assumed Liabilities as provided in Section 3 below, and the payment of a cash amount (the "Purchase Price") equal to the sum of (i) Fifty Million Dollars ($50,000,000) (the "Base Price"), plus (ii) an amount equal to the Separate Asset Value.

  • At Closing, Seller shall deliver to Buyer the Seller's good faith written estimate of the Separate Asset Value as of Closing, and Buyer shall pay to Seller at Closing an amount equal to ninety percent (90%) of such estimate.

  • Seller hereby authorizes Buyer to reduce the amount of the Separate Asset Value by the amount of such tax, and Buyer hereby undertakes to timely remit all such taxes to the applicable taxing authority and to prepare and file all proper returns and reports with respect thereto.

  • Within three (3) business days after the amount of the Separate Asset Value has been finally determined, whether by the concurrence of the Buyer, the failure of the Buyer to object, or the determination of the Independent Accounting Firm, the Buyer shall pay to Seller the balance of the Separate Asset Value, or the Seller shall refund to Buyer the amount by which 90% of the estimate at Closing exceeds the actual Separate Asset Value, whichever applies.

  • Within ten (10) days after Closing, Seller shall deliver to Buyer the Seller's final statement of the Separate Asset Value, and Buyer shall have ten (10) days to review such statement and to object to any matter set forth therein.

  • To the extent the parties cannot reach an agreement on the amount of the Separate Asset Value or Adjustments, then such dispute shall be referred to a mutually agreeable accounting firm in St. Louis, Missouri (the "Independent Accounting Firm") for a final determination, the cost of such determination to be divided equally between Purchaser and Sellers, as a group, with Sellers' portion to be deducted from the Purchase Price.

  • Purchaser shall pay to Sellers at Closing, by wire transfer of immediately available funds, an amount equal to (a) the Base Price, plus (b) ninety percent (90%) of the Sellers' estimate of the Separate Asset Value and net Adjustments.

  • Within thirty (30) days after Closing, Sellers shall deliver to Purchaser the Sellers' final statement of the Separate Asset Value and the Adjustments, and Purchaser shall have thirty (30) days to review such statement and to object to any matter set forth therein.

  • At Closing, Sellers shall deliver to Purchaser the Sellers' good faith written estimate of the Separate Asset Value and the net amount of the Adjustments as of Closing.


More Definitions of Separate Asset Value

Separate Asset Value means the aggregate book value as of Closing of the PRC-Mississippi Current Assets and the PBLLC Current Assets (subject to a post-closing adjustment to credit Purchaser for the value of any "accounts receivable" described in Sections 1.1(e)(iii) and 1.1(f) above that remain uncollected by Purchaser by a date to be mutually agreed upon by Purchaser and Sellers), plus the Cage Cash, in each case determined in accordance with generally accepted accounting principles, consistently applied. The term "Adjustments" means an amount representing the net amount due Sellers or Purchaser after taking into account the following: (i) the book value of the Casino Obligations (as defined in Section 3(c) below) of PRC-Mississippi, which shall be a credit to Purchaser; (ii) the book value of the Business Obligations (as defined in Section 3(f) below) of PBLLC, which shall be a credit to Purchaser; (iii) the net adjustment resulting from the apportionments set forth in Section 2.4 below; (iv) the credit due Purchaser for unapplied security deposits as set forth in Section 2.5 below; (v) the net amount due Seller or Purchaser as a result of the real estate related apportionments in Sections 5.4 and 5.5 below; (vi) the Transfer Tax payable under Section 5.6 below, which shall be a credit to Purchaser; and (vii) any other net credit due Sellers or Purchaser as provided in this Agreement or another agreement executed by Sellers and Purchaser prior to Closing.
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