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 transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, as soon as practicable, but in any event not later than two 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.” (b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) the amendment of and restatement to the Newco Operating Agreement in the form attached hereto as Exhibit F (the “Amended and Restated Operating Agreement”), duly executed by Seller; (ii) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a), 7.2(b) and 7.2(c); (iii) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of Seller certifying that attached thereto are: (A) true, correct and complete copies of the governance documents of Newco (including, with respect to such governance documents that are filed with a Governmental Entity, a certified copy thereof dated as of a date not more than ten Business Days prior to the Closing Date); (B) a certificate of good standing with respect to Newco issued by the responsible Governmental Entity of the jurisdiction of its formation, dated as of a date not more than ten Business Days prior to the Closing Date; and (C) true, correct and complete copies of all resolutions adopted by the member and/or managers of 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; (iv) a counterpart signature page to the Peanuts Licensing and Syndication Agreement Amendment, duly executed by Peanuts Worldwide LLC; (v) a counterpart signature page to the Filmed Entertainment Agreement, duly executed by Peanuts Worldwide LLC; (vi) a counterpart signature page to the Console Game Agreement, duly executed by Peanuts Worldwide LLC; and (vii) a counterpart signature page to the Mobile Game License Agreement, duly executed by Peanuts Worldwide LLC. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Purchase Price, pursuant to Section 3.1; (ii) a counterpart signature page to the Amended and Restated Operating Agreement, duly executed by Purchaser; (iii) 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); (iv) a counterpart signature page to the Peanuts Licensing and Syndication Agreement Amendment, duly executed by Sony Creative Products Inc.; (v) a counterpart signature page to the Filmed Entertainment Agreement, duly executed by Purchaser; (vi) a counterpart signature page to the Console Game Agreement, duly executed by Purchaser; and (vii) a counterpart signature page to the Mobile Game License Agreement, duly executed by Purchaser.

Closing; Closing Deliverables. (a) Subject In the case of a Mandatory Purchase or following exercise of the Buyer Acquisition Option, if applicable, and subject to the satisfaction or waiver of all of the other terms and conditions set forth in Article VIIhereof, the closing of the transactions contemplated by this Agreement purchase and sale referred to in Section 2.2 (the “Closing”) shall take place at the offices of Xxxxx Xxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP, 000 XxxxxxxxSuite 1500, 00 Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000, as soon as practicableat a time and date to be specified by the parties, but in any event not which shall be no later than two ten (10) Business Days after the last satisfaction or waiver of the conditions set forth in Article VII is satisfied or waived VIII (other than those conditions that by their nature terms are to be satisfied or waived at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place and location, and by such other means as the parties hereto shall agree in writing. Such The date on which the Closing occurs is herein referred to herein as the “Closing Date.” (b) At the Closing, Seller the Members shall deliver to Buyer a duly executed assignment of membership interests, in form and substance reasonably satisfactory to Buyer, effectuating the assignment of the Interests owned by the Members to Buyer; and (c) At the Closing, the Company shall deliver or cause to be delivered to PurchaserBuyer: (i) copies of all consents, waivers and approvals (if any) obtained by the amendment of and restatement Company with respect to the Newco Operating Agreement in consummation of the form attached hereto as Exhibit F (the “Amended and Restated Operating Agreement”), duly executed by SellerAcquisition; (ii) written resignations, effective as of the Closing Date, of any and all officers, directors and managers of the Company; (iii) employment termination and release agreements in a form reasonably acceptable to Buyer, duly executed by each employee of the Company; (iv) a copy of the certificate of formation of the Company, certified as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware; (v) a certificate signed of good standing of the Company, issued as of a date not more than five (5) Business Days prior to the Closing Date by an the Secretary of State of the State of Delaware; (vi) a certificate of the secretary, assistant secretary or other authorized officer representative of Sellerthe Company, dated as of the Closing Date, confirming in form and substance reasonably satisfactory to Buyer, as to the matters set forth in Sections 7.2(a), 7.2(b) and 7.2(c); (iii) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of Seller certifying that attached thereto arefollowing matters: (A) true, correct and complete copies no amendments to the certificate of formation of the governance documents Company since the date of Newco (including, with respect to such governance documents that are filed with a Governmental Entity, a the certified copy thereof dated as of a date not more than ten Business Days prior to the Closing Datereferenced above in Section 2.4(c)(iv); (B) a certificate of good standing with respect to Newco issued by the responsible Governmental Entity of the jurisdiction of its formation, dated as of a date not more than ten Business Days prior to the Closing Date; and (C) true, correct and complete copies of all resolutions adopted by the member and/or managers of 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; (iv) a counterpart signature page to the Peanuts Licensing and Syndication Agreement Amendment, duly executed by Peanuts Worldwide LLC; (v) a counterpart signature page to the Filmed Entertainment Agreement, duly executed by Peanuts Worldwide LLC; (vi) a counterpart signature page to the Console Game Agreement, duly executed by Peanuts Worldwide LLC; and (vii) a counterpart signature page to the Mobile Game License Agreement, duly executed by Peanuts Worldwide LLC. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Purchase Price, pursuant to Section 3.1; (ii) a counterpart signature page to the Amended and Restated Company Operating Agreement, duly executed by Purchaserwhich shall be attached thereto; (iii) 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); (iv) a counterpart signature page to the Peanuts Licensing and Syndication Agreement Amendment, duly executed by Sony Creative Products Inc.; (v) a counterpart signature page to the Filmed Entertainment Agreement, duly executed by Purchaser; (vi) a counterpart signature page to the Console Game Agreement, duly executed by Purchaser; and (vii) a counterpart signature page to the Mobile Game License Agreement, duly executed by Purchaser.

Closing; Closing Deliverables. (a) Subject to the terms and conditions hereof, the Closing shall take place via the electronic transmittal of executed document at a time and date to be specified by the Buyer, the Company, and the Sellers’ Agent, which shall be no sooner than May 31, 2019 and no later than the fifth Business Day after the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, as soon as practicable, but in any event not later than two Business Days after the last of the conditions set forth in Article VII is satisfied or waived VIII (other than those conditions that by their nature terms are to be satisfied or waived at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other timeunless otherwise agreed in writing by the Buyer, date or place as the parties hereto shall agree in writing. Such date is herein referred to as Company, and the “Closing DateSellers’ Agent.” (b) At the Closing, each Seller shall deliver to Buyer a duly executed assignment of its Shares, in form and substance reasonably satisfactory to Buyer, effectuating the assignment of the Shares to Buyer, free and clear of all Encumbrances. (c) At the Closing, the Company shall deliver or cause to be have delivered to PurchaserBuyer: (i) copies of all consents, waivers and approvals (if any) obtained by the amendment of and restatement Company with respect to the Newco Operating Agreement in consummation of the form attached hereto as Exhibit F (the “Amended and Restated Operating Agreement”), duly executed by Sellertransactions contemplated hereby; (ii) written resignations, effective as of the Closing Date, of all officers and directors of the Company, in form and substance reasonably satisfactory to Buyer; (iii) a copy of the Company Certificate of Incorporation, certified as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware; (iv) a certificate signed of good standing of the Company, issued as of a date not more than five (5) Business Days prior to the Closing Date by an the Secretary of State of the State of Delaware; (v) a certificate of good standing of the Company, issued as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the State of Minnesota and any other jurisdiction set forth in Section 4.1; (vi) a certificate of the secretary, assistant secretary or other authorized officer representative of Sellerthe Company, dated as of the Closing Date, confirming in form and substance reasonably satisfactory to Buyer, as to the matters set forth in Sections 7.2(a), 7.2(b) and 7.2(c); (iii) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of Seller certifying that attached thereto arefollowing matters: (A) true, correct and complete copies no amendments to the Company Certificate of Incorporation since the date of the governance documents of Newco (including, with respect to such governance documents that are filed with a Governmental Entity, a certified copy thereof dated as of a date not more than ten Business Days prior to the Closing Datereferenced above in Section 2.3(c)(iii); (B) a certificate the Company Certificate of good standing with respect to Newco issued by the responsible Governmental Entity Incorporation and Company Bylaws in effect as of the jurisdiction of its formation, dated as of a date not more than ten Business Days prior to the Closing DateClosing; and (C) true, correct the resolutions of the board of directors and complete copies the stockholders of all resolutions adopted by the member and/or managers of Seller, Company authorizing the execution, delivery execution and performance of this Agreement and the consummation of the transactions contemplated hereby, ; and (D) that such the Company Bylaws and resolutions are have not been amended or modified in any respect and remain in full force and effecteffect as of the Closing Date; (vii) a certificate and related notice to the IRS, each dated as of the Closing Date and in form and substance reasonably satisfactory to Buyer, satisfying each of the requirements of Treasury Regulations Section 1.897-2(h) and Treasury Regulations Section 1.1445-2(c)(3); (viii) payoff letters from each holder of Closing Indebtedness, in form and substance reasonably satisfactory to Buyer, evidencing the aggregate amount of Closing Indebtedness (including any interest accrued thereon and any prepayment or similar penalties and expenses associated with the prepayment of such Closing Indebtedness on the Closing Date), and containing an agreement that if such aggregate amount so identified is paid to such lender on the Closing Date, such Closing Indebtedness shall be repaid in full and that any related Encumbrances shall be released (such letter, “Pay-Off Letters”); (ix) evidence, in form and substance reasonably satisfactory to Buyer, of the release of all Encumbrances on the assets of the Company other than (A) Permitted Encumbrances and (B) Encumbrances referenced in the Payoff Letters; and (x) the certificate referred to in Section 8.2(e) hereof. (d) At the Closing, Buyer shall take the following actions: (i) pay the Estimated Closing Indebtedness in accordance with the Pay-Off Letters and Funds Flow Memorandum; (ii) pay the Estimated Transaction Expenses in accordance with the Funds Flow Memorandum; (iii) pay to the Sellers an aggregate amount equal to the Estimated Closing Date Cash Consideration, in cash by wire transfer of immediately available funds using the wire instructions set forth in the Funds Flow Memorandum, with each Seller’s portion of the Estimated Closing Date Cash Consideration paid to such Seller in accordance with the Consideration Allocation Schedule; (iv) a counterpart signature page to the Peanuts Licensing and Syndication Agreement Amendment, duly executed by Peanuts Worldwide LLC; (v) a counterpart signature page to the Filmed Entertainment Agreement, duly executed by Peanuts Worldwide LLC; (vi) a counterpart signature page to the Console Game Agreement, duly executed by Peanuts Worldwide LLC; and (vii) a counterpart signature page to the Mobile Game License Agreement, duly executed by Peanuts Worldwide LLC. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Purchase Price, pursuant to Section 3.1; (ii) a counterpart signature page to the Amended and Restated Operating Agreement, duly executed by Purchaser; (iii) Company a certificate signed by an of the secretary, assistant secretary or other authorized officer representative of Purchaserthe Buyer, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) form and 7.3(b); (iv) a counterpart signature page substance reasonably satisfactory to the Peanuts Licensing Company, as to the resolutions of the board of directors of Buyer authorizing the execution and Syndication performance of this Agreement Amendment, duly executed by Sony Creative Products Inc.;and the consummation of the transactions contemplated hereby and that such resolutions have not been amended or modified in any respect and remain in full force and effect as of the Closing Date; and (v) a counterpart signature page deliver the certificate referred to the Filmed Entertainment Agreement, duly executed by Purchaser; (viin Section 8.3(d) a counterpart signature page to the Console Game Agreement, duly executed by Purchaser; and (vii) a counterpart signature page to the Mobile Game License Agreement, duly executed by Purchaserhereof.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VIIVI, the closing of the transactions contemplated by this Agreement sale referred to in Section 2.1 hereof (the “Closing”) shall take place in Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, at 10:00 A.M. at the offices of Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLPWhite & Case, 000 XxxxxxxxS.C., Xxxxx 000within three (3) Business Days, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, as soon as practicable, but in any event not later than two Business Days after the last of the conditions set forth in Article VII VI 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 Primary Parties shall agree in writing. Such date is herein referred to as the “Closing Date”.” (b) At the Closing, Primary Seller shall deliver or cause to be delivered to Primary Purchaser: (i) certificates representing the amendment of and restatement to the Newco Operating Agreement in the form attached hereto as Exhibit F (the “Amended and Restated Operating Agreement”)Shares, duly executed endorsed in property (endoso en propiedad) by Sellereach of the respective Sellers; (ii) a certified copy of the share ledger of the Company reflecting: (A) the shareholding structure of the Company on the Closing Date immediately before the transfer of the Shares; (B) the transfer of the Shares; and (C) the shareholding structure of the Company on the Closing Date immediately after the transfer of the Shares to Purchasers; (iii) a certificate signed by an authorized officer of SellerSellers, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a), 7.2(bSection 6.2(i) and 7.2(cSection 6.2(ii); (iii) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of Seller certifying that attached thereto are: (A) true, correct and complete copies of the governance documents of Newco (including, with respect to such governance documents that are filed with a Governmental Entity, a certified copy thereof dated as of a date not more than ten Business Days prior to the Closing Date); (B) a certificate of good standing with respect to Newco issued by the responsible Governmental Entity of the jurisdiction of its formation, dated as of a date not more than ten Business Days prior to the Closing Date; and (C) true, correct and complete copies of all resolutions adopted by the member and/or managers of 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; (iv) a counterpart signature page counterparts to the Peanuts Licensing and Syndication Agreement AmendmentEscrow Agreement, duly executed by Peanuts Worldwide LLCSellers and the escrow agent; (v) a counterpart signature page to resignations of the Filmed Entertainment Agreement, duly executed by Peanuts Worldwide LLCmembers of the board of directors and statutory auditor (comisario) of the Company and all Company Subsidiaries; (vi) copies of all consents and waivers referred to in Section 3.2 hereof; (vii) executed and fully effective and valid releases in a counterpart signature page to form attached hereto as Exhibit C from the Console Game Agreement, duly executed by Peanuts Worldwide LLCAffiliates of Sellers set forth in Section 2.4(b) of the Sellers Disclosure Letter; and (viiviii) a counterpart signature page evidence reasonably satisfactory to Purchasers that the Mobile Game License Agreement, duly executed by Peanuts Worldwide LLCshares of capital stock identified in Section 2.4(b)(viii) of the Sellers Disclosure Letter have been transferred to Conaxe. (c) At the Closing, Primary Purchaser shall deliver or cause to be delivered to Primary Seller: (i) evidence of payment by wire transfer of immediately available funds of the Purchase Price, pursuant to Section 3.1Closing Payment; (ii) upon receipt of the original duly endorsed certificates representing the Shares, a counterpart signature page to the Amended and Restated Operating Agreement, duly executed by Purchasercertification evidencing such receipt; (iii) a certificate signed by an authorized officer of each Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(aSection 6.3(i) and 7.3(b)Section 6.3(ii) hereof; (iv) a counterpart signature page to the Peanuts Licensing and Syndication Agreement AmendmentEscrow Agreement, duly executed by Sony Creative Products Inc.;the Purchasers; and (v) a counterpart signature page to the Filmed Entertainment Agreementminutes of the shareholders' meeting of each of the Subject Companies, duly executed granting in favor of each director or sole administrator and statutory auditors or equivalents, the broadest release permitted by Purchaser; Law in respect of their legal performance of their duties and obligations as directors and statutory auditors, as applicable; (viB) a counterpart signature page to the Console Game Agreement, duly executed by Purchaserrevocation of the powers of attorney as agreed upon between Sellers and Purchasers; and and (viiC) a counterpart signature page to the Mobile Game License Agreement, duly executed by Purchaserappointment of new members of the board of directors and new statutory auditors.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VIIVI, the closing of the transactions contemplated by this Agreement sale referred to in Section 2.1 hereof (the “Closing”) shall take place in Cleveland, Ohio, at the offices of Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxx-Xxxxxxxx, Xxxxx 000within three (3) Business Days, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, as soon as practicable, but in any event not later than two Business Days after the last of the conditions set forth in Article VII VI 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 Primary Parties shall agree in writing. Such date is herein referred to as the “Closing Date”.” (b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) certificates representing the amendment of and restatement to the Newco Operating Agreement in the form attached hereto as Exhibit F (the “Amended and Restated Operating Agreement”)Shares, duly executed endorsed by the Seller; (ii) a copy of the share ledger of the Company, certified by an officer of the Company, reflecting: (A) the shareholding structure of the Company on the Closing Date immediately before the transfer of the Shares; (B) the transfer of the Shares; and (C) the shareholding structure of the Company on the Closing Date immediately after the transfer of the Shares to Purchaser; (iii) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a), 7.2(bSection 6.2(i) and 7.2(cSection 6.2(ii); (iii) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of Seller certifying that attached thereto are: (A) true, correct and complete copies of the governance documents of Newco (including, with respect to such governance documents that are filed with a Governmental Entity, a certified copy thereof dated as of a date not more than ten Business Days prior to the Closing Date); (B) a certificate of good standing with respect to Newco issued by the responsible Governmental Entity of the jurisdiction of its formation, dated as of a date not more than ten Business Days prior to the Closing Date; and (C) true, correct and complete copies of all resolutions adopted by the member and/or managers of 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; (iv) a counterpart signature page counterparts to the Peanuts Licensing and Syndication Agreement AmendmentEscrow Agreement, duly executed by Peanuts Worldwide LLCShareholders, Seller and the escrow agent; (v) a counterpart signature page to resignations of the Filmed Entertainment Agreement, duly executed by Peanuts Worldwide LLCmembers of the board of directors and auditor of the Company and all Company Subsidiaries; (vi) copies of all consents and waivers referred to in Section 3.2 hereof; (vii) executed and fully effective and valid releases in a counterpart signature page to form attached hereto as Exhibit C from the Console Game Affiliates of Seller set forth in Section 2.4(b) of the Seller’s Disclosure Letter; (viii) an executed Trademark License Agreement, duly in a form and substance that is acceptable to Purchaser; (ix) an executed by Peanuts Worldwide LLCTrademark Assignment Agreement, in a form and substance that is acceptable to Purchaser; (x) an executed Technology License Agreement, in a form and substance that is acceptable to Purchaser; (xi) an executed Shared Services Agreement, in a form and substance that is acceptable to Purchaser; and (viixii) an executed Supply Agreement for certain raw materials, in a counterpart signature page form and substance that is acceptable to the Mobile Game License Agreement, duly executed by Peanuts Worldwide LLCPurchaser. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) evidence of payment by wire transfer of immediately available funds of the Purchase Price, pursuant to Section 3.1Closing Payment; (ii) upon receipt of the original duly endorsed certificates representing the Shares, a counterpart signature page to the Amended and Restated Operating Agreement, duly executed by Purchasercertification evidencing such receipt; (iii) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(aSection 6.3(i) and 7.3(b);Section 6.3(ii) hereof; and (iv) a counterpart signature page to the Peanuts Licensing and Syndication Agreement Amendment, duly executed by Sony Creative Products Inc.; (v) a counterpart signature page to the Filmed Entertainment Escrow Agreement, duly executed by Purchaser; (vi) a counterpart signature page to the Console Game Agreement, duly executed by Purchaser; and (vii) a counterpart signature page to the Mobile Game License Agreement, duly executed by Xxxxxxx-Xxxxxxxx and Purchaser.

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 transactions contemplated by this Agreement sale of the Units (the “Closing”) shall take place at the offices of Xxxxx Xxxx Xxxxxxxx Xxxxxxx White & Case LLP, 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxx XxxxxxXxx Xxxx 00000, Xxxxxxxxxx 00000or by electronic transmittal of executed documents, as soon as practicable, but in any event not event, at 10:00 a.m. (New York City time) on the later than two of (i) fifth (5th) Business Days 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 conditionsconditions in accordance with this Agreement) and (ii) December 23, 2020 (or such earlier date as may be specified in writing by Purchaser on no less than five (5) Business Days’ notice), or at such other time, place and time and/or on such other date or place as the parties hereto shall Purchaser and Seller may agree in writing. Such date is herein referred to as the “Closing Date”.” (b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser: : (i) the amendment of and restatement to the Newco Operating Agreement in the form attached hereto as Exhibit F (the “Amended and Restated Operating Agreement”), duly executed by Seller; (ii) a certificate signed by an authorized officer of 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 7.2(cWarranties);; (ii) a complete and properly executed Internal Revenue Service Form W-9 of Seller; (iii) all equity assignments and powers sufficient to transfer the Units to Purchaser; (iv) a duly executed copy of the Assignment and Assumption Agreement and any such other instruments of transfer necessary to assign, convey and deliver the Business Assets to Purchaser (or Purchaser’s designee(s)), in each case, in a form reasonably acceptable to Seller and Purchaser; (v) a duly executed copy of the Transition Services Agreement; (vi) a duly executed counterpart of the Employee Bonus Escrow Agreement; (vii) duly executed letters of resignation, in form and substance reasonably satisfactory to Purchaser and effective as of the Closing, of each of the officers 34 (iii) a certificate duly executed copy of the Secretary or an Assistant Secretary Assignment and Assumption Agreement and any such other instruments of transfer necessary to assign, convey and deliver the Business Assets to Purchaser (or of another Person responsible for the duties typically performed by Purchaser’s designee(s)), in each case, in a Secretary) of form reasonably acceptable to Seller certifying that attached thereto are: (A) true, correct and complete copies of the governance documents of Newco (including, with respect to such governance documents that are filed with a Governmental Entity, a certified copy thereof dated as of a date not more than ten Business Days prior to the Closing Date)Purchaser; (B) a certificate of good standing with respect to Newco issued by the responsible Governmental Entity of the jurisdiction of its formation, dated as of a date not more than ten Business Days prior to the Closing Date; and (C) true, correct and complete copies of all resolutions adopted by the member and/or managers of 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; (iv) a counterpart signature page to the Peanuts Licensing and Syndication Agreement Amendment, duly executed by Peanuts Worldwide LLC; copy of the Transition Services Agreement; and (v) a counterpart signature page to the Filmed Entertainment Agreement, duly executed by Peanuts Worldwide LLC; (vi) a counterpart signature page to the Console Game Agreement, duly executed by Peanuts Worldwide LLC; and (vii) a counterpart signature page to the Mobile Game License Agreement, duly executed by Peanuts Worldwide LLC. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Purchase Price, pursuant to Section 3.1; (ii) a counterpart signature page to the Amended and Restated Operating Agreement, duly executed by Purchaser; (iii) 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); (iv) a counterpart signature page to the Peanuts Licensing and Syndication Agreement Amendment, duly executed by Sony Creative Products Inc.; (v) a counterpart signature page to the Filmed Entertainment Employee Bonus Escrow Agreement, duly executed by Purchaser; (vi) a counterpart signature page to the Console Game Agreement, duly executed by Purchaser; and (vii) a counterpart signature page to the Mobile Game License Agreement, duly executed by Purchaser.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VIIVI, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxx Xxxx Xxxxxxxx Xxxxxxx White & Case LLP, 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxx XxxxxxXX 00000 or by electronic exchange of documents, Xxxxxxxxxx 00000, as soon as practicable, but in any event not later than two on the third (3rd) Business Days Day after the last of the conditions set forth in Article VII VI 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”.” (b) At the Closing, Seller the Company shall deliver or cause to be delivered to PurchaserParent: (i) the amendment of and restatement to the Newco Operating Agreement in the form attached hereto as Exhibit F (the “Amended and Restated Operating Agreement”), duly executed by Seller; (ii) a certificate signed by an authorized officer of Sellerthe Company, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(aSection 6.02(a), 7.2(bSection 6.02(b) and 7.2(c)Section 6.02(g) hereof; (ii) a copy of the articles of incorporation of the Company, including all amendments thereto, certified by the Secretary of State of the State of Georgia as of a date within five (5) days prior to the Closing Date; (iii) a good standing certificate of the Company from the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of Seller certifying that attached thereto are: (A) true, correct and complete copies State of the governance documents State of Newco (including, with respect to such governance documents that are filed with a Governmental Entity, a certified copy thereof dated Georgia as of a date not more than ten Business Days within five (5) days prior to the Closing Date); (B) a certificate of good standing with respect to Newco issued by the responsible Governmental Entity of the jurisdiction of its formation, dated as of a date not more than ten Business Days prior to the Closing Date; and (C) true, correct and complete copies of all resolutions adopted by the member and/or managers of 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; (iv) a counterpart signature page to copy of the Peanuts Licensing by-laws of the Company certified by the Secretary of the Company as being true and Syndication Agreement Amendment, duly executed by Peanuts Worldwide LLCcorrect and in effect on the Closing Date; (v) a counterpart signature page all minute books and stock ledgers (including original documents if original documents are required to be kept by law, provided that such original documents shall be deemed to have been delivered to the Filmed Entertainment Agreementextent they are held at an office of the Company as of the Closing Date), duly executed provided that such documents shall be deemed to be delivered to the extent they are made available to Parent prior to Closing in the electronic data room established by Peanuts Worldwide LLCthe Company in connection with the Merger; (vi) a fully executed counterpart signature page of (A) the resolution of the Company’s Board approving the execution and delivery of this Agreement and consummation of the Merger as provided for in this Agreement, and (B) the resolution or written consent of the Shareholders of the Company, executed by Shareholders representing at least 90% of the Company’s Common Shares, approving the consummation of the Merger in accordance with this Agreement; (vii) a FIRPTA certificate that meets the requirements of Treasury Regulation Section 1.1445-2(c)(3) issued by the Company dated as of the Closing Date certifying that the Company is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code at any time during the three-year period ending on the Closing Date and an accompanying notice to the Console Game Internal Revenue Service satisfying the requirements of Treasury Regulations Section 1.897-2(h)(2) (“FIRPTA Certificate”); (viii) counterparts to the Escrow Agreement and the Paying Agent Agreement, duly executed by Peanuts Worldwide Shareholders’ Representative and the Escrow Agent and Paying Agent, respectively; (ix) duly executed letters of resignation from each of the directors and officers listed on Section 2.07(b)(ix) of the Company Disclosure Letter; (x) a duly executed pay-off letter from each of the holders of the Closing Indebtedness set forth on Section 2.05(d) of the Company Disclosure Letter, in a form reasonably satisfactory to Parent, certifying that all such Closing Indebtedness owing to such holder shall have been fully paid upon the receipt by such holder of funds pursuant to Section 2.05(d) hereof; (xi) documentation evidencing, to the reasonable satisfaction of Parent, the release or authorization of release, of all Liens securing any Closing Indebtedness and the termination of all agreements and other security interests related to such Closing Indebtedness following satisfaction of the terms contemplated therein; (xii) invoices from each Person to whom Company Transaction Expenses are payable, in form reasonably satisfactory to Parent; (xiii) a duly executed amendment to that certain Commercial Lease Agreement, dated April 15, 2021, by and among the Company, Continental Concrete Properties, Ltd., as landlord, and Xxxxxx Xxxxxxxxxx Realty, LLC, as broker, as assigned (the “Existing Lease”), in the form attached as Exhibit F; (xiv) a duly executed Restricted Stock Agreement Amendment entered into by each Restricted Stock Holder with respect to each award of Restricted Stock that he or she holds immediately prior to Closing; (xv) duly executed confidentiality and invention assignment agreements entered into by the Company and each of the individuals identified in Section 3.14(g) of the Company Disclosure Letter, in form and substance reasonably satisfactory to Parent; and (viixvi) a counterpart signature page evidence reasonably satisfactory to Parent showing that the Mobile Game License Agreement, duly executed by Peanuts Worldwide LLCregistrant of the XxxxxXxxx.xxx domain name has been updated to reflect the Company as the current registrant of the XxxxxXxxx.xxx domain name. (c) At the Closing, Purchaser Parent shall deliver or cause to be delivered to SellerShareholders’ Representative: (i) the Purchase Price, pursuant to Section 3.1; (ii) a counterpart signature page to the Amended and Restated Operating Agreement, duly executed by Purchaser; (iii) a certificate signed by an authorized officer of PurchaserParent, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(aSection 6.03(a) and 7.3(b);Section 6.03(b) hereof; and (ivii) a counterpart signature page to the Peanuts Licensing Escrow Agreement and Syndication Agreement Amendment, duly executed by Sony Creative Products Inc.; (v) a counterpart signature page to the Filmed Entertainment Paying Agent Agreement, duly executed by Purchaser; (vi) a counterpart signature page to the Console Game Agreement, duly executed by Purchaser; and (vii) a counterpart signature page to the Mobile Game License Agreement, duly executed by Purchaseran authorized officer of Parent.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VIIVI, the closing of the transactions contemplated by this Agreement sale and subscription referred to in Section 2.1 and 2.2 hereof (the “Closing”) shall take place in Mexico City, Mexico, at 10:00 A.M. at the offices of Xxxxx Xxxxx, Xxxxxx-Xxxxxxx, Xxxx Xxxxxxxx Xxxxxxx LLP, 000 x Xxxxxxxx, Xxxxx 000S.C., Xxxxx Xxxxxxwithin fifteen (15) Business Days, Xxxxxxxxxx 00000, as soon as practicable, but in any event not later than two Business Days after the last of the conditions set forth in Article VII VI is satisfied or waived by the Party entitled to waive such condition (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 Primary Parties shall agree in writing. Such date is herein referred to as the “Closing Date”.” (b) At the Closing, after receipt of the Investment Price, Seller and OCEN, as applicable, shall deliver or cause to be delivered to Purchaser: (i) certificates representing the amendment of and restatement to the Newco Operating Agreement in the form attached hereto as Exhibit F (the “Amended and Restated Operating Agreement”)Shares, duly executed endorsed in property (endoso en propiedad) by Seller; (ii) a certified copy of the share ledger of OCEN reflecting: (A) the shareholding structure of OCEN on the Closing Date immediately before the transfer of the Shares and the capital increase, subscription and payment of the Subscription Price; (B) the transfer of the Shares; and (C) the shareholding structure of OCEN on the Closing Date immediately after the transfer of the Shares to Purchaser; (iii) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a), 7.2(bSection 6.2(a) and 7.2(cSection 6.2(b); (iii) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of Seller certifying that attached thereto are: (A) true, correct and complete copies of the governance documents of Newco (including, with respect to such governance documents that are filed with a Governmental Entity, a certified copy thereof dated as of a date not more than ten Business Days prior to the Closing Date); (B) a certificate of good standing with respect to Newco issued by the responsible Governmental Entity of the jurisdiction of its formation, dated as of a date not more than ten Business Days prior to the Closing Date; and (C) true, correct and complete copies of all resolutions adopted by the member and/or managers of 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; (iv) a counterpart signature page to resignations of the Peanuts Licensing members of the board of directors and Syndication Agreement Amendment, duly executed by Peanuts Worldwide LLCstatutory auditor (comisario) of the Target Companies; (v) copy of the shareholders resolutions of OCEN whereby (y) a counterpart signature page capital increase in OCEN, for an amount equal to the Filmed Entertainment AgreementSubscription Price to be paid at Closing by Purchaser, duly executed and (z) the waiver by Peanuts Worldwide LLCthe Seller to any preemptive right to which they might be entitled to subscribe such capital increase, is approved (the “OCEN Resolutions”); (vi) a counterpart signature page except for consents or waivers under Antitrust Laws, copies of all consents and waivers referred to in Section 3.2 hereof. For the avoidance of doubt, failure to obtain any consent and/or waiver that depend on any third party shall not result in any liability to the Console Game Agreement, duly executed by Peanuts Worldwide LLC; andParties; (vii) a counterpart signature page the corresponding CFDIs that support the amounts of the Purchase Price;and (viii) counterparts to the Mobile Game License Agreement, duly executed Ancillary Documents that are to be entered into by Peanuts Worldwide LLCSeller and/or OCEN (as applicable) on the Closing Date in accordance with their respective terms and conditions. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) evidence of payment by wire transfer of immediately available funds of the Purchase Closing Investment Price, pursuant to Section 3.1; (ii) a counterpart signature page the number of LNE Common Shares, delivered by book-entry transfer, required to satisfy the Amended payment of the Stock Consideration, determined as provided in Section 2.2(a) hereof and Restated Operating Agreement, duly executed by Purchaserin the manner set forth in Section 2.3(b); (iii) upon receipt of the original duly endorsed certificates representing the Shares, a certification evidencing such receipt; (iv) a certificate signed by an authorized officer of the Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(aSection 6.3(a) and 7.3(b); (ivSection 6.3(b) a counterpart signature page to the Peanuts Licensing and Syndication Agreement Amendment, duly executed by Sony Creative Products Inc.hereof; (v) a counterpart signature page to of the Filmed Entertainment Agreement, TV Agreement duly executed by Purchaser;Purchaser and Televisa. (vi) a counterpart signature page copies of all consents and waivers under Antitrust Laws. For the avoidance of doubt, failure to obtain any consent and/or waiver that depend on any third party shall not result in any liability to the Console Game AgreementParties; (vii) counterpart to the minutes of (A) the OCEN Resolutions; and (B) the shareholders’ meeting of OCEN and the Target Subsidiaries, duly executed (i) granting in favor of each director or sole administrator and statutory auditors or equivalents and the attorneys in-fact set forth in Section 2.5(c) of the Seller Disclosure Letter, the broadest release permitted by Law in respect of their performance of their duties and obligations as directors, statutory auditors and attorneys in-fact, as applicable; (ii) the revocation of the powers of attorney as agreed upon between Seller and Purchaser; and (iii) the appointment of new members of the board of directors and new statutory auditors; and (viiviii) a counterpart signature page counterparts to the Mobile Game License Agreement, duly executed Ancillary Documents that are to be entered into by PurchaserPrimary Purchaser and/or the Joint Obligor and/or any of its Affiliates (as applicable) on the Closing Date in accordance with their respective terms and conditions.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VIIVI, the closing of the transactions contemplated by this Agreement sale referred to in Section 2.1 hereof (the “Closing”) shall take place in Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, at 10:00 A.M. at the offices of Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLPWhite & Case, 000 XxxxxxxxS.C., Xxxxx 000within three (3) Business Days, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, as soon as practicable, but in any event not later than two Business Days after the last of the conditions set forth in Article VII VI 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 Primary Parties shall agree in writing. Such date is herein referred to as the “Closing Date”.” (b) At the Closing, Primary Seller shall deliver or cause to be delivered to Primary Purchaser: (i) certificates representing the amendment of and restatement to the Newco Operating Agreement in the form attached hereto as Exhibit F (the “Amended and Restated Operating Agreement”)Shares, duly executed endorsed in property (endoso en propiedad) by Sellereach of the respective Sellers; (ii) a certified copy of the share ledger of the Company reflecting: (A) the shareholding structure of the Company on the Closing Date immediately before the transfer of the Shares; (B) the transfer of the Shares; and (C) the shareholding structure of the Company on the Closing Date immediately after the transfer of the Shares to Purchasers; (iii) a certificate signed by an authorized officer of SellerSellers, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a), 7.2(bSection 6.2(i) and 7.2(cSection 6.2(ii); (iii) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of Seller certifying that attached thereto are: (A) true, correct and complete copies of the governance documents of Newco (including, with respect to such governance documents that are filed with a Governmental Entity, a certified copy thereof dated as of a date not more than ten Business Days prior to the Closing Date); (B) a certificate of good standing with respect to Newco issued by the responsible Governmental Entity of the jurisdiction of its formation, dated as of a date not more than ten Business Days prior to the Closing Date; and (C) true, correct and complete copies of all resolutions adopted by the member and/or managers of 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; (iv) a counterpart signature page counterparts to the Peanuts Licensing and Syndication Agreement AmendmentEscrow Agreement, duly executed by Peanuts Worldwide LLCSellers and the escrow agent; (v) a counterpart signature page to resignations of the Filmed Entertainment Agreement, duly executed by Peanuts Worldwide LLCmembers of the board of directors and statutory auditor (comisario) of the Company and all Company Subsidiaries; (vi) copies of all consents and waivers referred to in Section 3.2 hereof; (vii) executed and fully effective and valid releases in a counterpart signature page to form attached hereto as Exhibit C from the Console Game Agreement, duly executed by Peanuts Worldwide LLCAffiliates of Sellers set forth in Section 2.4(b) of the Sellers Disclosure Letter; and (viiviii) a counterpart signature page evidence reasonably satisfactory to Purchasers that the Mobile Game License Agreement, duly executed by Peanuts Worldwide LLCshares of capital stock identified in Section 2.4(b)(viii) of the Sellers Disclosure Letter have been transferred to Conaxe. (c) At the Closing, Primary Purchaser shall deliver or cause to be delivered to Primary Seller: (i) evidence of payment by wire transfer of immediately available funds of the Purchase Price, pursuant to Section 3.1Closing Payment; (ii) upon receipt of the original duly endorsed certificates representing the Shares, a counterpart signature page to the Amended and Restated Operating Agreement, duly executed by Purchasercertification evidencing such receipt; (iii) a certificate signed by an authorized officer of each Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(aSection 6.3(i) and 7.3(b)Section 6.3(ii) hereof; (iv) a counterpart signature page to the Peanuts Licensing and Syndication Agreement AmendmentEscrow Agreement, duly executed by Sony Creative Products Inc.;the Purchasers; and (v) a counterpart signature page to the Filmed Entertainment Agreementminutes of the shareholders’ meeting of each of the Subject Companies, duly executed granting in favor of each director or sole administrator and statutory auditors or equivalents, the broadest release permitted by Purchaser; Law in respect of their legal performance of their duties and obligations as directors and statutory auditors, as applicable; (viB) a counterpart signature page to the Console Game Agreement, duly executed by Purchaserrevocation of the powers of attorney as agreed upon between Sellers and Purchasers; and and (viiC) a counterpart signature page to the Mobile Game License Agreement, duly executed by Purchaserappointment of new members of the board of directors and new statutory auditors.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all The consummation of the conditions set forth in Article VII, the closing of the transactions contemplated by this Agreement Membership Interest Purchase (the “Closing”) shall take place at the offices of Cravath, Swaine & Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx 00000Xxx Xxxx, as soon as practicableXxx Xxxx 00000 at 10:00 a.m. ET on the third Business Day following the date of satisfaction (or, but in any event not later than two Business Days after to the last extent permitted by Law, waiver by all parties) of the conditions set forth in Article VII is Section 8.01, or, if on such day any condition set forth in Section 8.02 or 8.03 has not been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closingor, but subject to the fulfillment extent permitted by Law, waived by the party or waiver of those conditionsparties entitled to the benefits thereof), as soon as practicable after all the conditions set forth in Article VIII have been satisfied and remain satisfied (or, to the extent permitted by Law, waived by the parties entitled to the benefits thereof), or at such other timeplace, time and date or place as shall be agreed in writing between Purchaser and Seller. The date on which the parties hereto shall agree in writing. Such date Closing occurs is herein referred to in this Agreement as the “Closing Date”.” (b) At the Closing, Seller shall deliver or cause to be delivered to PurchaserPurchaser shall: (i) the amendment of and restatement pay to Seller by wire transfer to the Newco Operating Agreement bank account designated in the form attached hereto as Exhibit F (the “Amended and Restated Operating Agreement”), duly executed writing by Seller; (ii) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a), 7.2(b) and 7.2(c); (iii) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of Seller certifying that attached thereto are: (A) true, correct and complete copies of the governance documents of Newco (including, with respect to such governance documents that are filed with a Governmental Entity, a certified copy thereof dated as of a date not more than ten at least two Business Days prior to the Closing Date); (B) a certificate of good standing with respect to Newco issued by the responsible Governmental Entity of the jurisdiction of its formation, dated as of a date not more than ten Business Days prior an amount equal to the Closing DateDate Payment; (ii) deliver to Seller the officer’s certificates required to be delivered pursuant to Sections 8.03(a) and 8.03(b); (iii) deliver to Seller all other agreements, documents, instruments and certificates required to be delivered by Purchaser at or prior to Closing pursuant to this Agreement; and (C) true, correct and complete copies of all resolutions adopted by the member and/or managers of 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;and (iv) a counterpart signature page deliver to Seller evidence of the Peanuts Licensing amounts paid as premiums for the Representation and Syndication Agreement Amendment, duly executed by Peanuts Worldwide LLC; (v) a counterpart signature page to the Filmed Entertainment Agreement, duly executed by Peanuts Worldwide LLC; (vi) a counterpart signature page to the Console Game Agreement, duly executed by Peanuts Worldwide LLC; and (vii) a counterpart signature page to the Mobile Game License Agreement, duly executed by Peanuts Worldwide LLCWarranty Policy and Environmental Policy. (c) At the Closing, Purchaser Seller shall deliver or (and with respect to clause (iv) and (v), shall also cause to be delivered delivered) to SellerPurchaser: (i) the Purchase Price, officer’s certificates required to be delivered pursuant to Section 3.1Sections 8.02(a), 8.02(b) and 8.02(c); (ii) a counterpart signature page certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(b) with respect to the Amended and Restated Operating Agreement, duly executed by PurchaserSeller; (iii) a certificate signed by an authorized officer of assignment or such other documentation as is reasonably required to transfer the Membership Interests to Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b); (iv) a counterpart signature page to the Peanuts Licensing and Syndication Agreement Amendment, duly executed by Sony Creative Products Inc.Payoff Letters; (v) evidence of the completion of the Restructuring in a counterpart signature page form reasonably satisfactory to the Filmed Entertainment Agreement, duly executed by Purchaser; (vi) a counterpart signature page all material consents to the Console Game Agreementtransactions contemplated by this Agreement required in respect of Material Contracts, duly executed Post-Signing Material Contracts and the Contracts assigned to the Company pursuant to the Restructuring; (vii) such other instruments as Purchaser reasonably requests evidencing the transfer to the Company of material assets held by PurchaserSeller and used by the Company in the conduct of the Business, except for any assets listed on Section 3.19(a) of the Seller Disclosure Letter that are specifically identified as being retained by Seller; and (viiviii) a counterpart signature page all other agreements, documents, instruments and certificates required to be delivered by the Mobile Game License Seller Group at or prior to Closing pursuant to this Agreement, duly executed by Purchaser.

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 transactions contemplated by this Agreement (the “Closing”) shall take place by conference call and by exchange of signature pages by email or fax at 9:00 a.m. Eastern Time (x) on the offices of Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, as soon as practicable, but in any event not later than two second Business Days Day after the last satisfaction or waiver of the conditions set forth in Article VII is satisfied or waived Section 2.9 (other than those conditions that which by their nature terms are required to be satisfied at the Closing, but subject to the fulfillment satisfaction or waiver of those such conditions), ) or at (y) on such other time, date or place as the parties hereto shall Parties mutually agree in writing. Such (the date is herein referred to as upon which the Closing occurs, the “Closing Date”). The Closing shall be deemed effective for all purposes as of 12:01 a.m. Eastern Time on the Closing Date.” (b) At the Closing, Seller the Company shall deliver or cause to be delivered to Purchaser: (i) the amendment of and restatement to the Newco Operating Agreement in the form attached hereto as Exhibit F (the “Amended and Restated Operating Agreement”), duly executed by Seller; (ii) Parent a certificate signed by an authorized officer of Sellerthe Company dated as of the Closing Date, to the effect that the conditions set forth in Section 2.9(b)(i) and Section 2.9(b)(ii) have been satisfied. (c) At the Closing, Parent shall deliver to the Company a certificate signed by an authorized officer of Parent, dated as of the Closing Date, confirming to the matters effect that the conditions set forth in Sections 7.2(a), 7.2(bSection 2.9(c)(i) and 7.2(c);Section 2.9(c)(ii) have been satisfied. (iiid) At the Closing, the Company shall deliver to Parent a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of Seller certifying that attached thereto are: (A) truecertificate, correct and complete copies of the governance documents of Newco (including, with respect to such governance documents that are filed with a Governmental Entity, a certified copy thereof dated as of the Closing Date, satisfying each of the requirements of Treasury Regulations Section 1.897-2(h). Parent’s only remedy for the Company’s failure to provide such certificate will be to withhold from the payments to be made under this Agreement any required withholding Tax under Section 1445 of the Code, and the Company’s failure to provide such certificate will not be deemed to be a date not more than ten failure of the condition set forth in this Section 2.8 to have been met. (e) At the Closing, the Company shall deliver to Parent (i) customary payoff letters and lien release documentation evidencing the satisfaction and repayment of all amounts owed under any item of Indebtedness for Borrowed Money, (ii) resignations, effective as of the Effective Time, of each director and officer of the Company and the Company Subsidiaries who are designated in writing by Parent at least five Business Days prior to the Closing Date); , and (Biii) a certificate of good standing with respect to Newco issued by the responsible Governmental Entity copy of the jurisdiction of its formation, dated as of a date not more than ten Business Days prior to the Closing Date; and (C) true, correct and complete copies of all resolutions duly adopted by the member and/or managers Company’s board of Seller, directors authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, hereby and that such resolutions are in full force and effect; (iv) a counterpart signature page an agreement by each member of the board of directors to waive any dissenters’ rights with respect to the Peanuts Licensing and Syndication Agreement Amendment, duly executed by Peanuts Worldwide LLC; (v) a counterpart signature page to the Filmed Entertainment Agreement, duly executed by Peanuts Worldwide LLC; (vi) a counterpart signature page to the Console Game Agreement, duly executed by Peanuts Worldwide LLC; and (vii) a counterpart signature page to the Mobile Game License Agreement, duly executed by Peanuts Worldwide LLCShares over which he/she exercises control. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Purchase Price, pursuant to Section 3.1; (ii) a counterpart signature page to the Amended and Restated Operating Agreement, duly executed by Purchaser; (iii) 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); (iv) a counterpart signature page to the Peanuts Licensing and Syndication Agreement Amendment, duly executed by Sony Creative Products Inc.; (v) a counterpart signature page to the Filmed Entertainment Agreement, duly executed by Purchaser; (vi) a counterpart signature page to the Console Game Agreement, duly executed by Purchaser; and (vii) a counterpart signature page to the Mobile Game License Agreement, duly executed by Purchaser.