Common use of Closing Date Purchase Price Clause in Contracts

Closing Date Purchase Price. Two days prior to the Closing Date, Seller shall deliver to Purchaser the Estimated Working Capital Statement for the MGM Acquired Entities (the “Estimated Working Capital Statement”). The Estimated Working Capital Statement shall be prepared by Seller using the same types of management judgments, estimates, forecasts, policies, opinions and allocations, including reserve calculations, that were used for the Target Working Capital calculation in Schedule IA. The amount of Working Capital of the MGM Acquired Entities set forth on the Estimated Working Capital Statement shall hereinafter be referred to as the “Adjusted Working Capital.” Purchaser (and its independent accountants) shall be afforded the opportunity to review and participate in the preparation of the Estimated Working Capital Statement. The “Closing Date Purchase Price” shall be equal to $215,000,000 (the “Base Price”), adjusted as follows: (i) if the Adjusted Working Capital is greater than the Target Working Capital, then the Closing Date Purchase Price shall be increased by the amount of such excess; or (ii) if the Adjusted Working Capital is less than the Target Working Capital, then the Closing Date Purchase Price shall be decreased by the amount of such deficiency. The Seller and Purchaser agree that $197,000,000 of the Base Price shall be allocated to GNLV and $18,000,000 of the Base Price shall be allocated to GNL and that any adjustments to the Base Price resulting from the calculation of the Closing Date Purchase Price and the Final Purchase Price shall be allocated to GNLV and GNL in the same proportion.