Common use of Closing; Closing Deliverables Clause in Contracts

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the Axxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable, but in any event not later than two (2) Business Days after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred). (b) At the Closing, Sellers shall deliver or cause to be delivered to Purchaser: (i) a duly executed assignment and assumption agreement transferring all right, title and interest in and to the Peanuts Interests and IBG Interests to Purchaser, in the form attached hereto as Exhibit I (“Interests Assignment”); (ii) written releases, in form and substance reasonably satisfactory to Purchaser, evidencing the release of all Liens with respect to the Peanuts Interests and the IBG Interests; (iii) confirmation, in form and substance reasonably satisfactory to Purchaser, evidencing the satisfaction of the Pre-Closing Settled Amounts; (iv) a certificate signed by an authorized officer of the applicable Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b); (v) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the members, managers or other governing body of such Seller, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect; (vi) a release, duly executed by each Seller, in the form attached hereto as Exhibit A; (vii) a duly executed transition services agreement (the “Transition Services Agreement”), in the form attached hereto as Exhibit B; (viii) a duly executed assignment and assumption agreement (the “Beagle Scouts Letter Agreement Assignment”) for the assignment of the Beagle Scouts Letter Agreement to Purchaser, in the form attached hereto as Exhibit F; (ix) a duly executed joinder for Peanuts Holdings LLC (“Joinder Agreement”), in the form attached hereto as Exhibit G; (x) a duly executed parent joinder for Peanuts Holdings LLC (“Parent Joinder Agreement”), in the form attached hereto as Exhibit H; (xi) a non-foreign person affidavit from each Seller, dated as of the Closing Date, pursuant to Section 1445 of the Code provided that the failure to deliver such non-foreign person affidavit shall not be a condition to Closing under Section 7.2 of this Agreement and Purchaser’s sole remedy in the event a Seller fails to deliver such affidavit shall be to make a proper withholding of Tax to the extent required by Section 1445 of the Code; and (xii) resignations of each of the members of the board of directors or equivalent governing body, and each of the officers of the Purchased Companies. (c) At the Closing, Purchaser shall deliver or cause to be delivered to the applicable Seller: (i) the Purchase Price, pursuant to Section 3.1; (ii) a duly executed counterpart signature page to the Transition Services Agreement; (iii) a duly executed counterpart signature page to the Beagle Scouts Letter Agreement Assignment; (iv) a duly executed counterpart signature page to the Joinder Agreement; (v) a duly executed counterpart signature page to the Parent Joinder Agreement; (vi) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b); and (vii) a duly executed counterpart signature page to the Interests Assignment.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the AxxxxxxxXxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable, but in any event not later than two (2) Business Days after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred). *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (b) At the Closing, Sellers shall deliver or cause to be delivered to Purchaser: (i) a duly executed assignment and assumption agreement transferring all right, title and interest in and to the Peanuts Interests and IBG Interests to Purchaser, in the form attached hereto as Exhibit I (“Interests Assignment”); (ii) written releases, in form and substance reasonably satisfactory to Purchaser, evidencing the release of all Liens with respect to the Peanuts Interests and the IBG Interests; (iii) confirmation, in form and substance reasonably satisfactory to Purchaser, evidencing the satisfaction of the Pre-Closing Settled Amounts; (iv) a certificate signed by an authorized officer of the applicable Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b); (v) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the members, managers or other governing body of such Seller, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect; (vi) a release, duly executed by each Seller, in the form attached hereto as Exhibit A; (vii) a duly executed transition services agreement (the “Transition Services Agreement”), in the form attached hereto as Exhibit B; (viii) a duly executed assignment and assumption agreement (the “Beagle Scouts Letter Agreement Assignment”) for the assignment of the Beagle Scouts Letter Agreement to Purchaser, in the form attached hereto as Exhibit F; (ix) a duly executed joinder for Peanuts Holdings LLC (“Joinder Agreement”), in the form attached hereto as Exhibit G; (x) a duly executed parent joinder for Peanuts Holdings LLC (“Parent Joinder Agreement”), in the form attached hereto as Exhibit H; (xi) a non-foreign person affidavit from each Seller, dated as of the Closing Date, pursuant to Section 1445 of the Code provided that the failure to deliver such non-foreign person affidavit shall not be a condition to Closing under Section 7.2 of this Agreement and Purchaser’s sole remedy in the event a Seller fails to deliver such affidavit shall be to make a proper withholding of Tax to the extent required by Section 1445 of the Code; and (xii) resignations of each of the members of the board of directors or equivalent governing body, and each of the officers of the Purchased Companies. (c) At the Closing, Purchaser shall deliver or cause to be delivered to the applicable Seller: (i) the Purchase Price, pursuant to Section 3.1;; *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (ii) a duly executed counterpart signature page to the Transition Services Agreement; (iii) a duly executed counterpart signature page to the Beagle Scouts Letter Agreement Assignment; (iv) a duly executed counterpart signature page to the Joinder Agreement; (v) a duly executed counterpart signature page to the Parent Joinder Agreement; (vi) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b); and (vii) a duly executed counterpart signature page to the Interests Assignment.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the AxxxxxxxXxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable, but in any event not later than two (2) Business Days after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred). (b) At the Closing, Sellers Seller shall deliver or cause to be delivered to Purchaser: (i) a duly executed assignment and assumption agreement transferring all right, title and interest in and to the Peanuts Interests and IBG Interests to Purchaser, in the form attached hereto as Exhibit I B (“Interests Assignment”); (ii) written releases, in form and substance reasonably satisfactory to Purchaser, evidencing the release of all Liens with respect to the Peanuts Interests and the IBG Interests; (iii) confirmation, in form and substance reasonably satisfactory to Purchaser, evidencing the satisfaction of the Pre-Closing Settled Amounts; (iv) a certificate signed by an authorized officer of the applicable Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b); (viv) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the members, managers or other governing body of such Seller, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect; (viv) a release, duly executed by each Seller, in the form attached hereto as Exhibit A; (viivi) a duly executed transition services agreement (copy of the “Transition Services Agreement”), in the form attached hereto as Exhibit B; (viii) a duly executed assignment and assumption agreement (the “Beagle Scouts Letter Agreement Assignment”) for the assignment of the Beagle Scouts Letter Agreement to Purchaser, in the form attached hereto as Exhibit F; (ix) a duly executed joinder for Peanuts Holdings LLC (“Joinder Agreement”), in the form attached hereto as Exhibit G; (x) a duly executed parent joinder for Peanuts Holdings LLC (“Parent Joinder Agreement”), in the form attached hereto as Exhibit H; (xivii) a non-foreign person affidavit from each Seller, dated as of the Closing Date, pursuant to Section 1445 of the Code provided that the failure to deliver such non-foreign person affidavit shall not be a condition to Closing under Section 7.2 of this Agreement and Purchaser’s sole remedy in the event a Seller fails to deliver such affidavit shall be to make a proper withholding of Tax to the extent required by Section 1445 of the Code; andand *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (xiiviii) resignations of each of the members of the board of directors or equivalent governing body, body and each of the officers of the Purchased CompaniesCompany. (c) At the Closing, Purchaser shall deliver or cause to be delivered to the applicable Seller: (i) the Purchase Price, pursuant to Section 3.1; (ii) a duly executed copy of the counterpart signature page to the Transition Services Agreement; (iii) a duly executed counterpart signature page to the Beagle Scouts Letter Agreement Assignment; (iv) a duly executed counterpart signature page to the Joinder Agreement; (v) a duly executed counterpart signature page to the Parent Joinder Agreement; (vi) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b); and (viiiv) a duly executed counterpart signature page to the Interests Assignment.

Closing; Closing Deliverables. (a) Subject Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Purchase sale referred to in Section 2.1 (the “Closing”) shall take place on April 1, 2010 at 10:00 A.M. at the offices of White & Case LLP, 1221 1155 Avenue of the AxxxxxxxAmericas, Xxx XxxxNew York, Xxx XxxxNew York, 0000010036-00002787, or as soon as practicable, practicable but in any event not later than two event, within three (23) Business Days after the last of the conditions set forth in Article VII is satisfied or waived in writing by the party entitled to waive the same (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto Purchaser and Sellers’ Representative shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it It being understood that under no circumstances Sellers’ Representative shall have the authority to waive on behalf of Sellers or any Seller any delivery required at or before the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied by Purchaser hereunder or waived at any time prior other condition to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred)Sellers’ obligations under this Agreement. (b) At or prior to the Closing, Sellers Sellers’ Representative shall deliver or cause to be delivered to Purchaser: Purchaser (i) a duly executed assignment and assumption agreement transferring all right, title and interest in and to the Peanuts Interests and IBG Interests to Purchaser, in the form attached hereto as Exhibit I (“Interests Assignment”); (ii) written releases, in form and substance reasonably satisfactory to Purchaser, evidencing the release of all Liens with respect to the Peanuts Interests and the IBG Interests; (iii) confirmation, in form and substance reasonably satisfactory to Purchaser, evidencing the satisfaction of the Pre-Closing Settled Amounts; (iv) a certificate signed by an authorized officer of the applicable SellerSellers’ Representative, on behalf of Sellers, dated as of the Closing Date, confirming to the matters effect that the conditions set forth in Sections Section 7.2(a), Section 7.2(b), Section 7.2(c), Section 7.2(d) and 7.2(b); Section 7.2(e) have been satisfied, (ii) evidence of termination of the Ospraie Management Agreement, (iii) payoff letters from the holders of Closing Indebtedness, which letters include the agreement by the holders of such Closing Indebtedness to release all related Liens and to terminate all agreements and other security interests relating to Closing Indebtedness, subject only to payment to such holders of the payoff amount stated in such payoff letters, (iv) certificates of existence and good standing (or similar certificates) of the Company and the Company Subsidiaries issued by the Secretary of State or other appropriate official of the state or jurisdiction of each such entity’s organization or formation dated as of a date not earlier than ten (10) days before the Closing Date; (v) certificates of good standing and of foreign qualification, admission to do business or registration as a certificate of the Secretary or an Assistant Secretary foreign entity (or of another Person responsible equivalent certificates) for the duties typically performed by a Secretary) of Company and for each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by Company Subsidiary, from every other state or jurisdiction in which the members, managers or other governing body of such Seller, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and Company represents that such resolutions are entity is qualified or licensed to do business and in full force good standing in Section 4.1(a) and effect; Section 4.1(b), as applicable, dated as of a date not earlier than ten (10) days before the Closing Date; (vi) a releasean executed signature page to the Escrow Agreement, duly as executed by Sellers’ Representative; and (vii) the certificates described in Section 7.2(f); (viii) any other documents and deliveries required to be delivered by Sellers or Sellers’ Representative at or prior to Closing pursuant to this Agreement; (ix) an original unit power in the form of Annex E executed by each Seller, in the form attached hereto as Exhibit A; (vii) a duly executed transition services agreement (the “Transition Services Agreement”), in the form attached hereto as Exhibit B; (viii) a duly executed assignment and assumption agreement (the “Beagle Scouts Letter Agreement Assignment”) for the assignment of the Beagle Scouts Letter Agreement to Purchaser, in the form attached hereto as Exhibit F; (ix) a duly executed joinder for Peanuts Holdings LLC (“Joinder Agreement”), in the form attached hereto as Exhibit G; ; (x) a duly an executed parent joinder for Peanuts Holdings LLC (“Parent Joinder Agreement”), in the form attached hereto as Exhibit H; Sellers’ Representative Agreement executed by Sellers’ Representative and each Seller; (xi) a non-foreign person affidavit from each Seller, dated as of the Closing Date, pursuant to resignation letters described in Section 1445 of the Code provided that the failure to deliver such non-foreign person affidavit shall not be a condition to Closing under Section 7.2 of this Agreement 6.13; and Purchaser’s sole remedy in the event a Seller fails to deliver such affidavit shall be to make a proper withholding of Tax to the extent required by Section 1445 of the Code; and (xii) resignations of each of an executed signature page to the members of the board of directors or equivalent governing body, and each of the officers of the Purchased CompaniesPayment Side Letter executed by Sellers’ Representative. (c) At the Closing, Purchaser shall deliver or cause to be delivered to the applicable Seller: Sellers’ Representative (i) the Initial Purchase Price, pursuant to Section 3.1; Price and (ii) a duly executed counterpart signature page to the Transition Services Agreement; (iii) a duly executed counterpart signature page to the Beagle Scouts Letter Agreement Assignment; (iv) a duly executed counterpart signature page to the Joinder Agreement; (v) a duly executed counterpart signature page to the Parent Joinder Agreement; (vi) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming to the matters effect that the conditions set forth in Sections Section 7.3(a) and Section 7.3(b); and ) have been satisfied, (viiiii) a the Joinder, duly executed counterpart by an authorized officer of each of the Company and the Company Subsidiaries, (iv) any other documents or deliveries required to be delivered by Purchaser at or prior to the Closing pursuant to this Agreement; (v) an executed signature page to the Interests AssignmentEscrow Agreement, as executed by Purchaser; and (vi) an executed signature page to the Payment Side Letter executed by Purchaser.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver terms and conditions of all of the conditions set forth in Article VIIthis Agreement, the closing of the Purchase sale referred to in Section 2.1 (the “Closing”) shall will take place at (i) the offices of White King & Case Spalding LLP, 1221 Avenue of the Axxxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, 00000-0000unless another place is agreed to in writing by the parties hereto, as soon as practicableat 10:00 a.m., but in any event not Eastern Time, on a date specified by the parties, which shall be no later than two (2) Business Days after the last satisfaction or waiver (subject to applicable Law) of all of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are relate to action to be satisfied taken at the Closing, but subject to the fulfillment satisfaction of such conditions (or, to the extent legally permitted, waiver by the party or parties entitled to the benefit of such conditions) at the Closing) and which shall not be prior to April 1, 2016; provided that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, if the Closing were to occur in accordance with this Section 2.4 prior to the end of the Marketing Period, the Closing shall occur instead on the date following the satisfaction or waiver of such conditions that is the earliest to occur of (A) any Business Day during the Marketing Period specified by the Purchaser to Sellers’ Designee on no fewer than two (2) Business Days’ written notice to Sellers’ Designee, (B) two (2) Business Days immediately following the last day of the Marketing Period, provided that such date is not before April 1, 2016, and (C) two (2) Business Days immediately following the date on which the Purchaser shall have consummated the Financing (or any Alternative Financing), provided that such date is not before April 1, 2016, but subject, in each case, with respect to the foregoing clauses (A), (B) and (C), to the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VII at such time (other than those conditions that relate to action to be taken at the Closing, subject to the satisfaction of such conditions (or, to the extent legally permitted, waiver by the party or parties entitled to the benefit of such conditions) at the Closing), or at (ii) such other date, time, date or place as agreed to in writing by the parties hereto shall agree hereto, in writingeach case unless this Agreement has been theretofore terminated pursuant to its terms or unless extended by mutual agreement of the parties hereto. Such The date on which the Closing actually occurs is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred). (b) At the Closing, Sellers the Company or the applicable Seller shall deliver or cause to be delivered to the Purchaser: (i) a duly executed assignment and assumption agreement transferring all right, title and interest in and to the Peanuts Interests and IBG Interests to Purchaser, in the form attached hereto as Exhibit I (“Interests Assignment”); (ii) written releases, in form and substance reasonably satisfactory to Purchaser, evidencing the release of all Liens with respect to the Peanuts Interests and the IBG Interests; (iii) confirmation, in form and substance reasonably satisfactory to Purchaser, evidencing the satisfaction of the Pre-Closing Settled Amounts; (iv) a certificate signed by an authorized officer of the applicable SellerCompany, dated as of the Closing Date, confirming certifying that the matters conditions set forth in Sections Section 7.2(a), Section 7.2(b) and 7.2(b)Section 7.2(c) with respect to the Company have been satisfied; (vii) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed signed by a Secretary) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the members, managers or other governing body of such Seller, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect; (vi) a release, duly executed by each Seller, in the form attached hereto as Exhibit A; (vii) a duly executed transition services agreement (the “Transition Services Agreement”), in the form attached hereto as Exhibit B; (viii) a duly executed assignment and assumption agreement (the “Beagle Scouts Letter Agreement Assignment”) for the assignment of the Beagle Scouts Letter Agreement to Purchaser, in the form attached hereto as Exhibit F; (ix) a duly executed joinder for Peanuts Holdings LLC (“Joinder Agreement”), in the form attached hereto as Exhibit G; (x) a duly executed parent joinder for Peanuts Holdings LLC (“Parent Joinder Agreement”), in the form attached hereto as Exhibit H; (xi) a non-foreign person affidavit from each Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) with respect to such Seller have been satisfied; (iii) counterparts to the Escrow Agreement, duly executed by the Sellers’ Designee; (iv) a duly executed pay-off letter (each, a “Payoff Letter”) from each holder of Indebtedness of the Company and the Company Subsidiaries or a Lien on the Company and the Company Subsidiaries set forth on Section 2.4(b)(iv) of the Company Disclosure Letter and any other such holder of Indebtedness of the Company and the Company Subsidiaries or a Lien on the Company and the Company Subsidiaries as the Purchaser may reasonably request (the “Payoff Indebtedness”), (A) setting forth the aggregate amount of all such Payoff Indebtedness owing to such holder, (B) providing that upon receipt by the applicable holder of the aggregate amount of all such Payoff Indebtedness owing to such holder, any related Liens on any of the assets or properties of the Company or the Company Shares securing such Payoff Indebtedness shall be deemed released and (C) authorizing or agreeing to handle the filing of UCC-3 termination statements (or other comparable documents) for all UCC-1 financing statements (or other comparable documents) filed in connection with any such Lien, in each case effective upon the receipt by such holder of funds pursuant to Section 1445 2.2(c); (v) evidence of the Code provided termination of that certain Management Agreement, dated November 12, 2014, by and among Vista Equity Partners III, LLC, the failure to deliver Company and the Company Subsidiaries party thereto, effective as of the Closing, such that all Liabilities thereunder are satisfied or released at the Closing; (vi) a non-foreign person affidavit shall not be a condition to from each Seller dated as of the Closing under Section 7.2 of this Agreement and Purchaser’s sole remedy in the event a Seller fails to deliver such affidavit shall be to make a proper withholding of Tax to the extent Date as required by Section 1445 of the Code; (vii) counterparts to the Non-Solicitation and No-Hire Agreement, duly executed by each of the Sellers; and (xiiviii) resignations of counterparts to the Mutual Release, duly executed by each of the members of the board of directors or equivalent governing body, and each of the officers of the Purchased CompaniesSellers. (c) At the Closing, the Purchaser shall make the payments set forth in Section 2.2 and shall deliver or cause to be delivered to the applicable SellerSellers’ Designee: (i) on behalf of and for delivery to the Purchase PriceSellers, pursuant to Section 3.1the Estimated Aggregate Cash Consideration; (ii) a counterparts to the Escrow Agreement, duly executed counterpart signature page to by the Transition Services Agreement;Purchaser and the Escrow Agent; and (iii) a duly executed counterpart signature page to the Beagle Scouts Letter Agreement Assignment; (iv) a duly executed counterpart signature page to the Joinder Agreement; (v) a duly executed counterpart signature page to the Parent Joinder Agreement; (vi) a certificate signed by an authorized officer of the Purchaser, dated as of the Closing Date, confirming certifying that the matters conditions set forth in Sections Section 7.3(a) and Section 7.3(b); and (vii) a duly executed counterpart signature page to the Interests Assignmenthave been satisfied.

Closing; Closing Deliverables. The Parties shall use reasonable and diligent efforts in good faith to satisfy the conditions to Closing set forth in this Agreement and to consummate the transactions contemplated hereby at the earliest practicable date. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated hereby (the “Closing”) shall be conducted telephonically and through the mutual exchange via e-mail or other electronic means of executed documents and signature pages: (a) Subject to the satisfaction or waiver of on May 31, 2022 (assuming all of the conditions set forth in Article VII, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the Axxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable, but in any event not later than two (2) Business Days after the last of the conditions set forth in Article VII is satisfied Section 6.1 and Section 6.2 have been fulfilled or waived (in accordance herewith by 11:59 PM Eastern time on May 27, 2022, other than those conditions that that, by their nature terms, are to be satisfied at the Closing, but subject to the fulfillment satisfaction or waiver of those such conditions), (b) if such conditions have not been fulfilled or at waived as of such other timedate, date or place as then three Business Days after the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions last condition set forth in Article VII have been satisfied Section 6.1 and Section 6.2 is fulfilled or waived (in accordance herewith, other than those conditions that that, by their nature terms, are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions, or (c) on such other time and/or date as the Parties shall mutually agree in writing (the “Closing Date”); provided, however, that notwithstanding the foregoing, if the Marketing Period has not ended at the time of the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (Section 6.1 and Section 6.2 in accordance herewith, other than those conditions that that, by their nature terms, are to be satisfied at the Closing, but subject to the fulfillment satisfaction or waiver of those such conditions), Purchaser may request that then the Closing Date be adjourned shall not occur until the earlier of: (i) any Business Day during the Marketing Period specified by Buyer on no less than two Business Days’ prior written notice to a date no later than July 7Seller, 2017, in which case and (ii) the second Business Day after the final day of the Marketing Period. The Closing Date shall be amended accordingly deemed to be such date or such other time, date or place effective as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(bEffective Time. (a) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on At or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred). (b) At the Closing, Sellers Seller shall deliver deliver, or shall cause to be delivered delivered, to PurchaserBuyer: (i) a duly executed an assignment and assumption agreement transferring all right, title and interest in and to the Peanuts Interests and IBG Interests to Purchaser, in the form attached hereto as Exhibit I (“Interests Assignment”); (ii) written releasesagreement, in form and substance reasonably satisfactory to PurchaserXxxxx, evidencing duly executed by Seller (the release of all Liens with respect to the Peanuts Interests “Assignment and the IBG InterestsAssumption Agreement”); (iiiii) confirmationa bill of sale, in form and substance reasonably satisfactory to PurchaserXxxxx, evidencing duly executed by Seller (the satisfaction “Bill of Sale”); (iii) a special warranty deed (the Pre-Closing Settled Amounts“Deed”), in form and substance reasonably satisfactory to Xxxxx, duly executed by Xxxxxx, conveying the Owned Real Property to Buyer; (iv) a certificate signed an intellectual property assignment agreement, assigning all Transferred Intellectual Property, in form and substance reasonably satisfactory to Buyer, duly executed by an authorized officer of Seller (the applicable Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b“IP Assignment Agreement”); (v) an IRS Form W-9 from Seller; (vi) a transition services agreement, duly executed by Seller, in the form of Exhibit 1.7(a)(vi) (the “Transition Services Agreement”); (vii) a transitional trademark license agreement, duly executed by Seller, in the form of Exhibit 1.7(a)(vii) (the “Trademark License Agreement”); (viii) an escrow agreement, duly executed by Xxxxxx and the Escrow Agent, in the form of Exhibit 1.7(a)(viii) (the “Escrow Agreement”); (ix) a certificate executed by the an officer of Seller certifying as of the Secretary or an Assistant Secretary Closing Date (or of another Person responsible for the duties typically performed by A) a Secretary) of each Seller certifying that attached thereto are true and complete copies copy of all resolutions adopted by the members, managers or other governing body certificate of such incorporation of Seller, (B) a true and complete copy of the bylaws of Seller, and (C) a true and complete copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and each Ancillary Document to which it is or is contemplated to be a party, and the consummation of the all transactions contemplated herebyhereby and thereby; (x) a certificate of good standing for Seller issued by the Secretary of State of the State of Delaware, dated within at least 10 calendar days prior to the Closing Date; (xi) the consents to assignment of those Material Contracts and terminations of the financing statements or security agreements, in each case listed on Exhibit 1.7(a)(xi), each in form and substance reasonably satisfactory to Buyer and Seller and executed by Seller and the other party(ies) thereto; and (xii) an owner’s affidavit of title and such other documents reasonably required by Xxxxx’s title insurer to issue Xxxxx’s Title Insurance Policy at closing. (b) At or prior to the Closing, Buyer shall deliver, or cause to be delivered, to Seller or such other designated Person as follows: (i) the Closing Payment via wire transfer of immediately available funds to a bank account designated in writing by Seller to Buyer at least two Business Days prior to Closing; (ii) the Escrow Amount and the Escrow Fees via wire transfer of immediately available funds to the Escrow Agent as required by the Escrow Agreement; (iii) evidence reasonably satisfactory to Seller that such resolutions are in full force the R&W Insurance Policy is bound and effecteffective as of the Closing; (iv) a copy of the Assignment and Assumption Agreement duly executed by Xxxxx; (v) a copy of the IP Assignment Agreement duly executed by Xxxxx; (vi) a release, copy of the Transition Services Agreement duly executed by each Seller, in the form attached hereto as Exhibit AXxxxx; (vii) a copy of the Trademark License Agreement duly executed transition services agreement (the “Transition Services Agreement”), in the form attached hereto as Exhibit Bby Xxxxx; (viii) a copy of the Escrow Agreement duly executed assignment by Xxxxx and assumption agreement (the “Beagle Scouts Letter Agreement Assignment”) for the assignment of the Beagle Scouts Letter Agreement to Purchaser, in the form attached hereto as Exhibit FEscrow Agent; (ix) a duly executed joinder for Peanuts Holdings LLC Multistate Tax Commission “Uniform Sales & Use Tax Exemption/Resale Certificate – Multi-jurisdiction” or a Streamlined Sales Tax Certificate of Exemption (“Joinder and any other similar certificates which the Parties agree, including without limitation certificates with respect to assets located in states that are not full members under the Streamlined Sales and Use Tax Agreement”)) from Buyer on which Buyer reasonably expects Seller may rely hereunder to establish that the sale of some or all of the Acquired Assets is exempt from or otherwise free of sales, in use and similar taxes, provided that Buyer is entitled to such exemption with respect to the form attached hereto as Exhibit Gapplicable Acquired Assets and is otherwise legally able to provide such certificate; (x) a duly certificate executed parent joinder for Peanuts Holdings LLC by the an officer of Buyer certifying as of the Closing Date (“Parent Joinder Agreement”)A) a true and complete copy of the certificate of incorporation or similar organizational document of Buyer, in (B) a true and complete copy of the form attached hereto as Exhibit Hbylaws or similar organizational document of Buyer, and (C) a true and complete copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and each Ancillary Document to which it is or is contemplated to be a party, and the consummation of all transactions contemplated hereby and thereby; (xi) a non-foreign person affidavit from each Sellercertificate of good standing for Buyer issued by the Secretary of State of the State of Ohio, dated as of within at least 10 calendar days prior to the Closing Date, pursuant to Section 1445 of the Code provided that the failure to deliver such non-foreign person affidavit shall not be a condition to Closing under Section 7.2 of this Agreement and Purchaser’s sole remedy in the event a Seller fails to deliver such affidavit shall be to make a proper withholding of Tax to the extent required by Section 1445 of the Code; and (xii) resignations of each of the members of the board of directors or equivalent governing bodya valid, completed and each of the officers of the Purchased Companiesexecuted IRS Form W-9 for Buyer. (c) At the Closing, Purchaser shall deliver or cause to be delivered to the applicable Seller: (i) the Purchase Price, pursuant to Section 3.1; (ii) a duly executed counterpart signature page to the Transition Services Agreement; (iii) a duly executed counterpart signature page to the Beagle Scouts Letter Agreement Assignment; (iv) a duly executed counterpart signature page to the Joinder Agreement; (v) a duly executed counterpart signature page to the Parent Joinder Agreement; (vi) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b); and (vii) a duly executed counterpart signature page to the Interests Assignment.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the The closing of the Purchase sale of the Shares (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the Axxxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, 00000-0000or by electronic transmittal of executed documents, as soon as practicable, but in any event not later than two event, at 10:00 a.m. (2New York City time) Business Days after on the last of the conditions set forth in Article VII is satisfied or waived second (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (12nd) Business Day after the last of the conditions set forth in Article VII [(Conditions Precedent)] is satisfied or waived (other than those conditions that by their nature are to terms cannot be satisfied at until the Closing, but subject to the fulfillment satisfaction or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with this Agreement) or at such other place and time and/or on such other date as Purchaser and Seller may agree in writing; provided, that, the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser occur earlier than the date that is 45 days from the date of this Agreement. Such date is herein referred to fail to close on or prior to as the amended “Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred)Date.” (b) At the Closing, Sellers Seller shall deliver or cause to be delivered to Purchaser: (i) a duly executed assignment and assumption agreement transferring all right, title and interest in and to the Peanuts Interests and IBG Interests to Purchaser, in the form attached hereto as Exhibit I (“Interests Assignment”); (ii) written releases, in form and substance reasonably satisfactory to Purchaser, evidencing the release of all Liens with respect to the Peanuts Interests and the IBG Interests; (iii) confirmation, in form and substance reasonably satisfactory to Purchaser, evidencing the satisfaction of the Pre-Closing Settled Amounts; (iv) a certificate signed by an authorized officer of the applicable Seller, dated as of the Closing Date, confirming the matters set forth in Sections Section 7.2(a) [(Conditions to the Obligations of Purchaser; Performance)] and Section 7.2(b) [(Conditions to the Obligations of Purchaser; Representations and Warranties)]; (vii) a certificate duly executed pay-off letter from each of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the members, managers or other governing body of such Seller, authorizing the execution, delivery and performance of this Agreement and the consummation holders of the transactions contemplated herebyFunded Indebtedness (the “Funded Indebtedness Payoff Letters”), stating that all such Funded Indebtedness owing to such holder shall have been fully paid, and that confirming all Liens securing such resolutions are in full force and effectFunded Indebtedness shall have been released, upon the receipt by such holder of funds pursuant to Section 2.2(b) [(Purchase Price; Delivery of Funds; Payment of Indebtedness)]; (viiii) a release, duly executed by each Sellercertificate and transfer power, or if uncertificated, an assignment in lieu of certificate, in the form attached hereto as Exhibit AB [(Form of Stock Power Certificate)], with respect to the assignment of the Shares to Purchaser; (viiiv) a complete and properly executed Internal Revenue Service Form W-9 of Seller; and (v) a duly executed transition services agreement (counterpart of the “Transition Services Agreement”), Release Agreement in the form attached hereto as Exhibit B; (viii) a duly executed assignment and assumption agreement D (the “Beagle Scouts Letter Agreement Assignment”) for the assignment of the Beagle Scouts Letter Agreement to Purchaser, in the form attached hereto as Exhibit F; (ix) a duly executed joinder for Peanuts Holdings LLC (“Joinder Release Agreement”), in the form attached hereto as Exhibit G; (x) a duly executed parent joinder for Peanuts Holdings LLC (“Parent Joinder Agreement”), in the form attached hereto as Exhibit H; (xi) a non-foreign person affidavit from each Seller, dated as of the Closing Date, pursuant to Section 1445 of the Code provided that the failure to deliver such non-foreign person affidavit shall not be a condition to Closing under Section 7.2 of this Agreement and Purchaser’s sole remedy in the event a Seller fails to deliver such affidavit shall be to make a proper withholding of Tax to the extent required by Section 1445 of the Code; and (xii) resignations of each of the members of the board of directors or equivalent governing body, and each of the officers of the Purchased Companies. (c) At the Closing, Purchaser shall deliver or cause to be delivered to the applicable Seller: Seller (i) the Purchase Price, pursuant to Section 3.1; (ii) a duly executed counterpart signature page to the Transition Services Agreement; (iii) a duly executed counterpart signature page to the Beagle Scouts Letter Agreement Assignment; (iv) a duly executed counterpart signature page to the Joinder Agreement; (v) a duly executed counterpart signature page to the Parent Joinder Agreement; (vi) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections Section 7.3(a) [(Conditions to the Obligations of Seller; Performance)] and Section 7.3(b) [(Conditions to the Obligations of Seller; Representations and Warranties); and ], and (viiii) a duly executed counterpart signature page to of the Interests AssignmentRelease Agreement.

Closing; Closing Deliverables. Unless otherwise agreed in writing by Buyer Domestic and Seller Parent, the closing (athe “Closing”) Subject to of the purchase and sale of the Purchased Assets hereunder shall take place at the offices of Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, as soon as possible, but in no event later than five Business Days after satisfaction or waiver of the conditions set forth in Article 11 (other than conditions which, by their nature, are to be satisfied at the Closing), or, if earlier, on the End Date (assuming all of the conditions set forth in Article VII, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the Axxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable, but in any event not later than two (2) Business Days after the last of the conditions set forth in Article VII is satisfied or waived 11 (other than those conditions that which, by their nature nature, are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived as of the End Date). At the Closing: (other than those conditions that by their nature are a) Buyer Domestic shall deliver, or cause to be satisfied delivered, the following amounts: (i) to the Escrow Agent an amount equal to the sum of (A) $*** plus (B) if the FCA Settlement Agreement has not been executed and delivered by all parties thereto at or prior to the Closing, but subject the FCA Settlement Agreement Escrow Amount, or if the FCA Settlement Agreement has been executed and delivered by all parties thereto at or prior to the fulfillment or waiver of those conditions) and (y) Purchaser Closing, the State FCA Settlement Amount, in each case to be delivered in immediately available funds by wire transfer for deposit pursuant to the Escrow Agreement; *** Material has been using its commercially reasonable best efforts omitted pursuant to consummate a request for confidential treatment and has been filed separately. Table of Contents (ii) if the Purchase FCA Settlement Agreement has been executed and delivered by all parties thereto at or prior to the Debt FinancingClosing, on behalf of the Sellers upon the written request thereof, any amounts due and (z) notwithstanding such effortsowing under the FCA Settlement Agreement to the Governmental Authorities entitled to payment under the FCA Settlement Agreement by wire transfer of immediately available funds, Purchaser has in the amounts designated by Sellers by notice to Buyer Domestic, which notice shall be delivered not been able to consummate the Debt Financing later than five Business Days prior to the Closing Date Date; and (subsections iii) an aggregate amount equal to the Purchase Price less (xA) the amount delivered to the Escrow Agent pursuant to the immediately preceding clause (i) and less (B) the amount delivered to Governmental Authorities on behalf of Sellers pursuant to the immediately preceding clause (ii), (y)if any, in immediately available funds by wire transfer to the Sellers and (z)in the amounts designated by Sellers by notice to Buyer Domestic, collectively, the “Extension Conditions”), then by no which notice shall be delivered not later than one five Business Days prior to the Closing Date. (1b) Business Day after Buyer Domestic shall deliver, or cause to be delivered, to Sellers the last following: (i) counterparts to each of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are Transaction Documents to be satisfied entered into at Closing by a Buyer Party duly executed by such Buyer Party, including the Closingfollowing: (A) the Escrow Agreement, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close dated on or prior to the amended Closing Date Date, duly executed by Buyer Domestic; (it being understood that Purchaser shall be required to close B) the Lease Amendment, dated on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred).Date, duly executed by Buyer Domestic; and (bC) At the ClosingTransition Services Agreement, Sellers shall deliver dated on or cause prior to be delivered to Purchaser: (i) a the Closing Date, duly executed assignment and assumption agreement transferring all right, title and interest in and to the Peanuts Interests and IBG Interests to Purchaser, in the form attached hereto as Exhibit I (“Interests Assignment”);by Buyer Domestic. (ii) written releases, in form and substance reasonably satisfactory to Purchaser, evidencing the release of all Liens with respect to the Peanuts Interests and the IBG Interests; (iii) confirmation, in form and substance reasonably satisfactory to Purchaser, evidencing the satisfaction of the Pre-Closing Settled Amounts; (iv) a certificate signed contemplated by an authorized officer of the applicable SellerSection 11.03(a), dated as of the Closing Date, confirming executed by a duly authorized officer of Buyer Domestic; (iii) a resale certificate in substantially the matters form attached hereto as Exhibit J, with any changes thereto as may be mutually agreed by the Sellers and the Buyer Parties prior to the Closing, duly executed by Buyer Domestic (iv) such documents and instruments as Healthpoint may reasonably request to consummate the transactions contemplated by this Agreement and the other Transaction Documents; and (v) such instruments of transfer and assignment and other documentation as may be reasonably required by Seller Parent to evidence the assumption by the applicable Buyer Party of the applicable Assumed Liabilities in accordance with the terms hereof, duly executed by such applicable Buyer Party, including instruments of assumption, dated as of the Closing Date, duly executed by each applicable Buyer Party and in form and substance reasonably satisfactory to Seller Parent. Table of Contents (c) Sellers shall deliver, or cause to be delivered, to Buyer Domestic the following: (i) such instruments of transfer and assignment and other documentation as may be reasonably required by Buyer Domestic to evidence the transfer of the applicable Purchased Assets to the applicable Buyer Party including such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary to vest in the applicable Buyer Party all right, title and interest in, to and under the applicable Purchased Assets and to evidence the assumption by the applicable Buyer Party of the applicable Assumed Liabilities in accordance with the terms hereof, in each case duly executed by the applicable Seller(s) or Affiliate(s) of a Seller: (A) instruments of assignment, dated as of the Closing Date, duly executed by each Seller and in form and substance reasonably satisfactory to Buyer Domestic; (B) certificates of title or origin (or like documents) with respect to any equipment included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title; (C) assignments, in recordable form, with respect to each of the leases of leased Real Property, duly executed by the applicable Seller and in form and substance reasonably satisfactory to Buyer Domestic; (D) assignments, in recordable form, with respect to any registered Business Intellectual Property Rights included in the Purchased Assets, duly executed by the applicable Seller and in form and substance reasonably satisfactory to Buyer Domestic; and (E) the certificate contemplated by Section 11.02(a), dated as of the Closing Date, executed by a duly authorized executive officer of Seller Parent; (ii) such instruments of transfer and assignment and other documentation as may be reasonably required by Buyer Domestic to evidence the consummation of the other transactions contemplated by this Agreement and the other Transaction Documents; (iii) with respect to any Purchased Asset that constitutes a “United States real property interest” within the meaning of Section 897 of the Code and the Treasury regulations thereunder, a properly executed non-foreign status certificate from the Seller thereof substantially in the form set forth in Sections 7.2(aTreas. Reg. § 1.1445-2(b)(2); Table of Contents (iv) customary affidavits and 7.2(bother instruments or documents reasonably required by the title insurance company for the title insurance company to issue the Fort Worth Title Insurance Policy (it being understood that Sellers shall not be required to make any indemnity, statement, representation or warranty in any such customary affidavit or other instrument or document as to any matter for which Sellers have not made a similar indemnity, statement, representation or warranty in this Agreement; provided, however, that Sellers shall, in any event, be required to deliver a customary gap indemnity with respect to the period commencing on the Closing Date to and including the date that the Fort Worth Facility Deed is recorded if required for the title insurance company to issue the Fort Worth Title Insurance Policy); (v) a certificate counterparts to each of the Secretary or an Assistant Secretary (or of another Person responsible for Transaction Documents to be entered into at the duties typically performed Closing by a Secretary) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted duly executed by the members, managers or other governing body of such Seller, authorizing as applicable, including the executionfollowing: (A) the Escrow Agreement, delivery dated on or prior to the Closing Date, duly executed by Healthpoint and performance of this Agreement Seller Parent; (B) the Fort Worth Facility Deed, dated on or prior to the Closing Date, duly executed by Healthpoint; (C) the Lease Amendment, dated on or prior to the Closing Date, duly executed by Seller Parent and Healthpoint; and (D) the consummation of Transition Services Agreement, dated on or prior to the transactions contemplated herebyClosing Date, and that such resolutions are in full force and effectduly executed by Sellers; (vi) a release, duly executed by each Seller, in the form attached hereto as Exhibit A; (vii) a duly executed transition services agreement (the “Transition Services Agreement”), in the form attached hereto as Exhibit B; (viii) a duly executed assignment and assumption agreement (the “Beagle Scouts Letter Agreement Assignment”) for the assignment certificates of the Beagle Scouts Letter Agreement to Purchaser, in the form attached hereto as Exhibit F; secretary (ixor other equivalent officer) a duly executed joinder for Peanuts Holdings LLC (“Joinder Agreement”), in the form attached hereto as Exhibit G; (x) a duly executed parent joinder for Peanuts Holdings LLC (“Parent Joinder Agreement”), in the form attached hereto as Exhibit H; (xi) a non-foreign person affidavit from of each Seller, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer Domestic, as to (A) the organization, existence, authorization and similar matters relating to such Seller party to a Transaction Document or any closing deliverable required to be delivered hereunder and (B) the authorization and approval of the transactions contemplated by this Agreement and the Transaction Documents or any closing deliverable required to be delivered hereunder by the limited partners, shareholders or other equityholders of such Seller; (vii) a receipt, duly executed by the applicable Seller, evidencing the receipt of the portion of the Purchase Price delivered pursuant to Section 1445 of the Code provided that the failure to deliver such non-foreign person affidavit shall not be a condition to Closing under Section 7.2 of this Agreement and Purchaser’s sole remedy in the event a Seller fails to deliver such affidavit shall be to make a proper withholding of Tax to the extent required by Section 1445 of the Code; and (xii) resignations of each of the members of the board of directors or equivalent governing body, and each of the officers of the Purchased Companies. (c) At the Closing, Purchaser shall deliver or cause to be delivered to the applicable Seller: (i) the Purchase Price, pursuant to Section 3.1; (ii) a duly executed counterpart signature page to the Transition Services Agreement; (iii) a duly executed counterpart signature page to the Beagle Scouts Letter Agreement Assignment; (iv) a duly executed counterpart signature page to the Joinder Agreement; (v) a duly executed counterpart signature page to the Parent Joinder Agreement; (vi) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b3.02(a); and (viiviii) a duly executed counterpart signature page to the Interests AssignmentSeller FDA Letter.

Closing; Closing Deliverables. Unless otherwise agreed in writing by Buyer Domestic and Seller Parent, the closing (athe “Closing”) Subject to of the purchase and sale of the Purchased Assets hereunder shall take place at the offices of Sidley Austin LLP, Oxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, as soon as possible, but in no event later than five Business Days after satisfaction or waiver of the conditions set forth in Article 11 (other than conditions which, by their nature, are to be satisfied at the Closing), or, if earlier, on the End Date (assuming all of the conditions set forth in Article VII, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the Axxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable, but in any event not later than two (2) Business Days after the last of the conditions set forth in Article VII is satisfied or waived 11 (other than those conditions that which, by their nature nature, are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived as of the End Date). At the Closing: (other than those conditions that by their nature are a) Buyer Domestic shall deliver, or cause to be satisfied delivered, the following amounts: (i) to the Escrow Agent an amount equal to the sum of (A) $*** plus (B) if the FCA Settlement Agreement has not been executed and delivered by all parties thereto at or prior to the Closing, but subject the FCA Settlement Agreement Escrow Amount, or if the FCA Settlement Agreement has been executed and delivered by all parties thereto at or prior to the fulfillment or waiver of those conditionsClosing, the State FCA Settlement Amount, in each case to be delivered in immediately available funds by wire transfer for deposit pursuant to the Escrow Agreement; (ii) and (y) Purchaser if the FCA Settlement Agreement has been using its commercially reasonable best efforts executed and delivered by all parties thereto at or prior to consummate the Purchase Closing, on behalf of the Sellers upon the written request thereof, any amounts due and owing under the Debt FinancingFCA Settlement Agreement to the Governmental Authorities entitled to payment under the FCA Settlement Agreement by wire transfer of immediately available funds, and (z) notwithstanding such effortsin the amounts designated by Sellers by notice to Buyer Domestic, Purchaser has which notice shall be delivered not been able to consummate the Debt Financing later than five Business Days prior to the Closing Date Date; and (subsections iii) an aggregate amount equal to the Purchase Price less (xA) the amount delivered to the Escrow Agent pursuant to the immediately preceding clause (i) and less (B) the amount delivered to Governmental Authorities on behalf of Sellers pursuant to the immediately preceding clause (ii), (y)if any, in immediately available funds by wire transfer to the Sellers and (z)in the amounts designated by Sellers by notice to Buyer Domestic, collectively, the “Extension Conditions”), then by no which notice shall be delivered not later than one five Business Days prior to the Closing Date. (1b) Business Day after Buyer Domestic shall deliver, or cause to be delivered, to Sellers the last following: (i) counterparts to each of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are Transaction Documents to be satisfied entered into at Closing by a Buyer Party duly executed by such Buyer Party, including the Closingfollowing: (A) the Escrow Agreement, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close dated on or prior to the amended Closing Date Date, duly executed by Buyer Domestic; (it being understood that Purchaser shall be required to close B) the Lease Amendment, dated on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred).Date, duly executed by Buyer Domestic; and (bC) At the ClosingTransition Services Agreement, Sellers shall deliver dated on or cause prior to be delivered to Purchaser: (i) a the Closing Date, duly executed assignment and assumption agreement transferring all right, title and interest in and to the Peanuts Interests and IBG Interests to Purchaser, in the form attached hereto as Exhibit I (“Interests Assignment”);by Buyer Domestic. (ii) written releases, in form and substance reasonably satisfactory to Purchaser, evidencing the release of all Liens with respect to the Peanuts Interests and the IBG Interests; (iii) confirmation, in form and substance reasonably satisfactory to Purchaser, evidencing the satisfaction of the Pre-Closing Settled Amounts; (iv) a certificate signed contemplated by an authorized officer of the applicable SellerSection 11.03(a), dated as of the Closing Date, confirming executed by a duly authorized officer of Buyer Domestic; (iii) a resale certificate in substantially the matters form attached hereto as Exhibit J, with any changes thereto as may be mutually agreed by the Sellers and *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. the Buyer Parties prior to the Closing, duly executed by Buyer Domestic (iv) such documents and instruments as Healthpoint may reasonably request to consummate the transactions contemplated by this Agreement and the other Transaction Documents; and (v) such instruments of transfer and assignment and other documentation as may be reasonably required by Seller Parent to evidence the assumption by the applicable Buyer Party of the applicable Assumed Liabilities in accordance with the terms hereof, duly executed by such applicable Buyer Party, including instruments of assumption, dated as of the Closing Date, duly executed by each applicable Buyer Party and in form and substance reasonably satisfactory to Seller Parent. (c) Sellers shall deliver, or cause to be delivered, to Buyer Domestic the following: (i) such instruments of transfer and assignment and other documentation as may be reasonably required by Buyer Domestic to evidence the transfer of the applicable Purchased Assets to the applicable Buyer Party including such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary to vest in the applicable Buyer Party all right, title and interest in, to and under the applicable Purchased Assets and to evidence the assumption by the applicable Buyer Party of the applicable Assumed Liabilities in accordance with the terms hereof, in each case duly executed by the applicable Seller(s) or Affiliate(s) of a Seller: (A) instruments of assignment, dated as of the Closing Date, duly executed by each Seller and in form and substance reasonably satisfactory to Buyer Domestic; (B) certificates of title or origin (or like documents) with respect to any equipment included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title; (C) assignments, in recordable form, with respect to each of the leases of leased Real Property, duly executed by the applicable Seller and in form and substance reasonably satisfactory to Buyer Domestic; (D) assignments, in recordable form, with respect to any registered Business Intellectual Property Rights included in the Purchased Assets, duly executed by the applicable Seller and in form and substance reasonably satisfactory to Buyer Domestic; and (E) the certificate contemplated by Section 11.02(a), dated as of the Closing Date, executed by a duly authorized executive officer of Seller Parent; (ii) such instruments of transfer and assignment and other documentation as may be reasonably required by Buyer Domestic to evidence the consummation of the other transactions contemplated by this Agreement and the other Transaction Documents; (iii) with respect to any Purchased Asset that constitutes a “United States real property interest” within the meaning of Section 897 of the Code and the Treasury regulations thereunder, a properly executed non-foreign status certificate from the Seller thereof substantially in the form set forth in Sections 7.2(aTreas. Reg. § 1.1445-2(b)(2); (iv) customary affidavits and 7.2(bother instruments or documents reasonably required by the title insurance company for the title insurance company to issue the Fort Worth Title Insurance Policy (it being understood that Sellers shall not be required to make any indemnity, statement, representation or warranty in any such customary affidavit or other instrument or document as to any matter for which Sellers have not made a similar indemnity, statement, representation or warranty in this Agreement; provided, however, that Sellers shall, in any event, be required to deliver a customary gap indemnity with respect to the period commencing on the Closing Date to and including the date that the Fort Worth Facility Deed is recorded if required for the title insurance company to issue the Fort Worth Title Insurance Policy); (v) a certificate counterparts to each of the Secretary or an Assistant Secretary (or of another Person responsible for Transaction Documents to be entered into at the duties typically performed Closing by a Secretary) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted duly executed by the members, managers or other governing body of such Seller, authorizing as applicable, including the executionfollowing: (A) the Escrow Agreement, delivery dated on or prior to the Closing Date, duly executed by Healthpoint and performance of this Agreement Seller Parent; (B) the Fort Worth Facility Deed, dated on or prior to the Closing Date, duly executed by Healthpoint; (C) the Lease Amendment, dated on or prior to the Closing Date, duly executed by Seller Parent and Healthpoint; and (D) the consummation of Transition Services Agreement, dated on or prior to the transactions contemplated herebyClosing Date, and that such resolutions are in full force and effectduly executed by Sellers; (vi) a release, duly executed by each Seller, in the form attached hereto as Exhibit A; (vii) a duly executed transition services agreement (the “Transition Services Agreement”), in the form attached hereto as Exhibit B; (viii) a duly executed assignment and assumption agreement (the “Beagle Scouts Letter Agreement Assignment”) for the assignment certificates of the Beagle Scouts Letter Agreement to Purchaser, in the form attached hereto as Exhibit F; secretary (ixor other equivalent officer) a duly executed joinder for Peanuts Holdings LLC (“Joinder Agreement”), in the form attached hereto as Exhibit G; (x) a duly executed parent joinder for Peanuts Holdings LLC (“Parent Joinder Agreement”), in the form attached hereto as Exhibit H; (xi) a non-foreign person affidavit from of each Seller, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer Domestic, as to (A) the organization, existence, authorization and similar matters relating to such Seller party to a Transaction Document or any closing deliverable required to be delivered hereunder and (B) the authorization and approval of the transactions contemplated by this Agreement and the Transaction Documents or any closing deliverable required to be delivered hereunder by the limited partners, shareholders or other equityholders of such Seller; (vii) a receipt, duly executed by the applicable Seller, evidencing the receipt of the portion of the Purchase Price delivered pursuant to Section 1445 of the Code provided that the failure to deliver such non-foreign person affidavit shall not be a condition to Closing under Section 7.2 of this Agreement and Purchaser’s sole remedy in the event a Seller fails to deliver such affidavit shall be to make a proper withholding of Tax to the extent required by Section 1445 of the Code; and (xii) resignations of each of the members of the board of directors or equivalent governing body, and each of the officers of the Purchased Companies. (c) At the Closing, Purchaser shall deliver or cause to be delivered to the applicable Seller: (i) the Purchase Price, pursuant to Section 3.1; (ii) a duly executed counterpart signature page to the Transition Services Agreement; (iii) a duly executed counterpart signature page to the Beagle Scouts Letter Agreement Assignment; (iv) a duly executed counterpart signature page to the Joinder Agreement; (v) a duly executed counterpart signature page to the Parent Joinder Agreement; (vi) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b3.02(a); and (viiviii) a duly executed counterpart signature page to the Interests AssignmentSeller FDA Letter.

Closing; Closing Deliverables. (a) Subject to the satisfaction or or, when permissible, waiver of all of the conditions set forth in Article VII, the closing of the Purchase transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of White Lxxxxx & Case Wxxxxxx LLP, 1221 Avenue of the Axxxxxxx800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000 (or remotely via the electronic exchange of closing deliveries), 00000-0000commencing at 10:00 A.M., as soon as practicableEastern time, but in any event not later than two (2i) on the day that is three (3) Business Days after the date on which the last of the conditions set forth in Article VII (other than any such conditions which by their terms are not capable of being satisfied until the Closing, but subject to the satisfaction of such conditions at the Closing) is satisfied or, when permissible, waived, or waived (ii) on such other date or at such other time or place as the Parties may mutually agree in writing (the “Closing Date”) ; provided, however, that in no event shall Buyer be obligated to effect the Closing prior to the earlier of (A) the third (3rd) Business Day following the final day of the Marketing Period (unless Buyer and Seller Parent have agreed in writing to close on an earlier date) and (B) any Business Day specified on no fewer than three (3) Business Days’ prior written notice to Sellers (but subject, in each case, to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature terms are to be not capable of being satisfied at until the Closing, but subject to the fulfillment satisfaction or waiver of those conditionssuch conditions at the Closing)); provided, or at such other timefurther, date or place as that notwithstanding anything herein to the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. Ifcontrary, however, (x) if each the conditions set forth in Article VII have been satisfied or waived (other than those (x) any such conditions that which by their nature terms are to be not capable of being satisfied at until the Closing, but subject to the fulfillment or waiver satisfaction of those conditions) such conditions at the Closing and (y) Purchaser has been using its commercially reasonable best efforts the condition set forth in Section 7.1(b) with respect to consummate the Purchase and the Debt FinancingItem 3 of Schedule D) is satisfied, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior then subject to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last satisfaction of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing condition set forth in Section 7.2(b7.1(b) with respect to no longer be satisfied at any time Item 3 of Schedule D), the Closing shall nevertheless take place in accordance with this Section 2.5(a) on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to terms set forth herein and in the amended Closing Date Transaction Documents, except that (it being understood that Purchaser i) upon the request of Buyer, Sellers shall be required to close on or delay the Closing for up to ten (10) Business Days after the Closing was otherwise required to occur pursuant to this Section 2.5(a) in the event that the condition set forth in Section 7.1(b) with respect to Item 3 of Schedule D is reasonably be expected to be satisfied prior to the amended expiration of such ten (10) Business Day-period and (ii) Sellers shall not be required or permitted to deliver, or cause to be delivered to Buyer the ICL-FR Interests pursuant to Section 2.1(a) or any of the Transfer Instruments pursuant to Section 2.5(b)(i)A with respect to the ICL-FR Interests (the “ICL-FR Exclusion”) until such time as the condition set forth in Section 7.1(b) with respect to Item 3 of Schedule D has been satisfied, and no adjustment to the Purchase Price shall be made as a result of such ICL-FR Exclusion, and the closing of the transactions contemplated hereby with respect to the ICL-FR Interests (the “ICL-FR Closing”) shall occur on the date that is three (3) Business Days after the condition set forth in Section 7.1(b) with respect to Item 3 of Schedule D has been satisfied. If the ICL-FR Closing Date does not occur within twelve (12) months following the Closing, the Parties shall no longer be obligated to complete the ICL-FR Closing and, instead, the Parties shall negotiate in good faith to modify this Agreement and/or enter into such other agreements or arrangements so as if to effectuate the failure original intent of any such conditions to Closing had not occurred)the Parties as closely as possible in a mutually acceptable manner. (b) At the Closing, Sellers shall deliver deliver, or cause to be delivered delivered, to PurchaserBuyer: (i) a duly executed assignment and assumption agreement transferring all right, title and interest in and to the Peanuts Interests and IBG Interests to Purchaserfollowing documents or agreements effecting transfer of the Company Interests, in the form forms attached hereto as Exhibit I D (collectively, the “Transfer Instruments”): (A) with respect to the ICL-FR Interests, (1) a share transfer form duly completed, executed and dated by Amfert (ordres de mouvement) specifying that the transfer of ownership of the ICL-FR Interests Assignment”shall occur at the Closing, (2) the share transfer book (registre des mouvements de titres) and the shareholders’ individual accounts (comptes d’actionnaires) of ICL-FR, which shall be up to date, and in which the transfer of the ICL-FR Interests to the Buyer shall have been recorded as of the Closing, (3) the tax transfer form (formulaire cerfa n°2759-SD), duly completed and executed by Amfert and (4) documentation which sufficiently evidences compliance with the provisions of articles L. 23-10-1 to L. 23-10-12 of the French Commercial Code relating to the possibility for French employees to make an offer for the acquisition of ICL-FR Interests, the transfer of ICL-FR Interests to be completed between Amfert and Buyer at Closing, which, for memory, have already been provided by Sellers to Buyer prior to the execution of the Agreement; (B) with respect to the ICL-IB Interests, share certificates representing ICL-IB Interests endorsed in favor of Buyer (or its designee) and the documents referenced on Schedule E; (C) with respect to the ICL-NA Interests, an assignment agreement evidencing the assignment and transfer of the ICL-NA Interests to Buyer duly executed by Amfert; and (D) the Bxxx of Sale and Assignment Agreement duly executed by FCS; (ii) written releasesthe Transition Services Agreement duly executed by ICL Group America Inc.; (iii) each Supply Agreement duly executed by ICL Specialty Products Inc., BKG, Rotem Amfert Negev Ltd. or one or more of Sellers and their Affiliates, as applicable; (iv) evidence (in form and substance reasonably satisfactory to PurchaserBuyer) of the resignation or removal, evidencing effective as of the release Closing, of all Liens each of the directors, managers or officers (in his, her or its capacity as such) of each Company Entity appointed or designated to such position by Sellers or their Affiliates, which are listed on Section 4.1 of the Seller Disclosure Schedule, with respect to whom Buyer has delivered written notice requesting resignation or removal at least ten (10) Business Days prior to the Peanuts Interests and the IBG Interestsanticipated Closing Date; (iiiv) confirmation(i) a certificate substantially in the form of Exhibit E, in accordance with Treasury Regulation 1.1445-2(c)(3) certifying that ICL-NA is not a U.S. real property holding company and (ii) a form and substance reasonably satisfactory of notice to Purchaser, evidencing the satisfaction IRS prepared in accordance with the requirements of the PreTreasury Regulation Section 1.897-Closing Settled Amounts2(h)(2); (ivvi) a certificate of Seller Parent signed by an authorized officer of Seller Parent, dated as of the applicable Closing Date, confirming the satisfaction of the conditions set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(c) with respect to Seller Parent; (vii) a certificate of each Seller signed by an authorized officer of such Seller, dated as of the Closing Date, confirming the matters satisfaction of the conditions set forth in Sections Section 7.2(a) and Section 7.2(b); (v) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the members, managers or other governing body of with respect to such Seller, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect; (vi) a release, duly executed by each Seller, in the form attached hereto as Exhibit A; (vii) a duly executed transition services agreement (the “Transition Services Agreement”), in the form attached hereto as Exhibit B; (viii) a duly executed assignment and assumption agreement (the “Beagle Scouts Letter Agreement Assignment”) for the assignment of the Beagle Scouts Letter Agreement to Purchaser, in the form attached hereto as Exhibit FPre-Closing Restructuring Documents; (ix) a an equity holder agreement as contemplated by Schedule F duly executed joinder for Peanuts Holdings LLC by one or more Sellers (“Joinder Agreement”other than Amfert), in the form attached hereto as Exhibit G;; and (x) a duly executed parent joinder for Peanuts Holdings LLC (“Parent Joinder Agreement”), in the form attached hereto as Exhibit H; (xi) a non-foreign person affidavit from each Seller, dated as of all other documents required to be delivered by Sellers to Buyer at the Closing Date, pursuant to Section 1445 of the Code provided that the failure to deliver such non-foreign person affidavit shall not be a condition to Closing under Section 7.2 of this Agreement and Purchaser’s sole remedy in the event a Seller fails to deliver such affidavit shall be to make a proper withholding of Tax to the extent required by Section 1445 of the Code; and (xii) resignations of each of the members of the board of directors or equivalent governing body, and each of the officers of the Purchased CompaniesAgreement. (c) At the Closing, Purchaser Buyer shall deliver deliver, or cause to be delivered delivered, to the applicable SellerSellers: (i) the Preliminary Purchase Price, pursuant Price in immediately available funds by wire transfer to Section 3.1such accounts as have been designated by Sellers in writing to Buyer at least three (3) Business Days prior to the anticipated Closing Date; (ii) the following Transfer Instruments: (A) with respect to the ICL-IB Interests, a copy of the D-1A form duly filed and executed in connection with the investment in ICL-IB; (B) with respect to the ICL-NA Interests, a notarized assignment agreement evidencing the assignment and transfer of the ICL-NA Interests to Buyer (or its designee) duly executed counterpart signature page to by Buyer (or its designee); and (C) the Transition Services AgreementBxxx of Sale and Assignment Agreement duly executed by Buyer (or its designee); (iii) a the Transition Services Agreement duly executed counterpart signature page to by one or more of Buyer and the Beagle Scouts Letter Agreement AssignmentCompany Entities; (iv) a each Supply Agreement duly executed counterpart signature page to by one or more of Buyer and its Affiliates (including the Joinder AgreementCompany Entities); (v) a duly executed counterpart signature page to the Parent Joinder Agreement; (vi) a certificate signed by an authorized officer of PurchaserBuyer, dated as of the Closing Date, confirming the matters satisfaction of the conditions set forth in Sections Section 7.3(a) and Section 7.3(b); (vi) an equity holder agreement as contemplated by Schedule F duly executed by Buyer and Buyer Guarantors (and, to the extent applicable, the Preferred Securities Issuer); and (vii) a duly executed counterpart signature page all other documents required to be delivered by Buyer to Sellers at the Interests AssignmentClosing pursuant to this Agreement.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Purchase Mergers (the “Closing”) shall take place at 10:00 A.M. at the offices of White & Case LLP, 1221 Avenue of the AxxxxxxxAmericas, Xxx Xxxx, Xxx Xxxx, Xxxx 00000-0000, as soon as practicable, but in any event not later than event, within two (2) Business Days after the last of the conditions set forth in Article VII is satisfied or waived (waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other timedate, date time or place as the parties hereto shall agree in writing; provided, that the Closing shall in no event occur earlier than 11:59 P.M. on January 31, 2018 unless an earlier date is agreed in writing by Parent and the Sellers’ Representative. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred). (b) At the Closing, Sellers the Partnership shall deliver or cause to be delivered to PurchaserParent: (i) a duly executed assignment and assumption agreement transferring all right, title and interest in and to the Peanuts Interests and IBG Interests to Purchaser, in the form attached hereto as Exhibit I (“Interests Assignment”); (ii) written releases, in form and substance reasonably satisfactory to Purchaser, evidencing the release of all Liens with respect to the Peanuts Interests and the IBG Interests; (iii) confirmation, in form and substance reasonably satisfactory to Purchaser, evidencing the satisfaction of the Pre-Closing Settled Amounts; (iv) a certificate signed by an authorized officer of the applicable SellerPartnership, dated as of the Closing Date, confirming the matters set forth in Sections Section 7.2(a) and Section 7.2(b) with respect to the Partnership (the “Partnership Officer’s Certificate”); (v) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the members, managers or other governing body of such Seller, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect; (vi) a release, duly executed by each Seller, in the form attached hereto as Exhibit A; (vii) a duly executed transition services agreement (the “Transition Services Agreement”), in the form attached hereto as Exhibit B; (viii) a duly executed assignment and assumption agreement (the “Beagle Scouts Letter Agreement Assignment”) for the assignment of the Beagle Scouts Letter Agreement to Purchaser, in the form attached hereto as Exhibit F; (ix) a duly executed joinder for Peanuts Holdings LLC (“Joinder Agreement”), in the form attached hereto as Exhibit G; (x) a duly executed parent joinder for Peanuts Holdings LLC (“Parent Joinder Agreement”), in the form attached hereto as Exhibit H; (xi) a non-foreign person affidavit from each Seller, dated as of the Closing Date, pursuant to Section 1445 of the Code provided that the failure to deliver such non-foreign person affidavit shall not be a condition to Closing under Section 7.2 of this Agreement and Purchaser’s sole remedy in the event a Seller fails to deliver such affidavit shall be to make a proper withholding of Tax to the extent required by Section 1445 of the Code; and (xii) resignations of each of the members of the board of directors or equivalent governing body, and each of the officers of the Purchased Companies. (c) At the Closing, Purchaser shall deliver or cause to be delivered to the applicable Seller: (i) the Purchase Price, pursuant to Section 3.1; (ii) a duly executed counterpart signature page to the Transition Services Agreement; (iii) a duly executed counterpart signature page to the Beagle Scouts Letter Agreement Assignment; (iv) a duly executed counterpart signature page to the Joinder Agreement; (v) a duly executed counterpart signature page to the Parent Joinder Agreement; (vi) a certificate signed by an authorized officer of PurchaserGP, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(aSection 7.2(a) and 7.3(bSection 7.2(b) with respect to GP (the “GP Officer’s Certificate”); (iii) counterparts to the Escrow Agreement, duly executed by the Sellers’ Representative; (iv) a duly executed pay-off letter from each of the holders of the Funded Indebtedness (the “Funded Indebtedness Payoff Letters”), certifying that all such Funded Indebtedness owing to such holder shall have been fully paid, and confirming all Liens securing such Funded Indebtedness shall have been released, upon the receipt by such holder of funds pursuant to Section 2.6(c); (v) final invoices from each payee of Partnership Transaction Expenses, which invoices shall include the amount of Partnership Transaction Expenses due to such payee and confirmation that upon payment of such amount, such payee shall be owed no further Partnership Transaction Expenses (“Partnership Transaction Expense Invoices”); and (viivi) (A) a certificate, in form and substance as prescribed by Treasury Regulations Section 1.1445-11T(d)(2), stating that (1) fifty percent or more of the value of the gross assets of the Partnership does not consist of “United States real property interests” as defined in Section 897(c) of the Code, or (2) ninety percent or more of the value of the gross assets of the Partnership does not consist of “United States real property interests” as defined in Section 897(c) of the Code plus cash or cash equivalents, and (B) a certificate, in form and substance as prescribed by Treasury Regulations Sections 1.897-2(h)(1) and 1.1445-2(c)(3), stating that FCX Holdings Corp. is not, and has not been during the applicable time period set forth in Section 897(c)(1)(A)(ii) of the Code, a United States real property holding corporation within the meaning of Section 897 of the Code. (c) At the Closing, Parent shall deliver or cause to be delivered to the Sellers’ Representative (A) counterparts to the Escrow Agreement, duly executed counterpart signature page to by Parent and the Interests AssignmentEscrow Agent and (B) a certificate signed by an authorized officer of Parent, dated as of the Closing Date, confirming the matters set forth in Section 7.3(a) and Section 7.3(b).