Common use of The Closing; Closing Deliverables Clause in Contracts

The Closing; Closing Deliverables. (a) The closing of the Stock Sale (the “Closing”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, or remotely via electronic exchange of documents and signatures on (i) the first (1st) day of the month immediately following the month in which each of the conditions set forth in ARTICLE 6 (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) have been satisfied or waived in accordance with this Agreement, or (ii) at such other time and place as the parties hereto may mutually agree. The Closing shall be deemed effective as of the Effective Time. (b) At the Closing, Purchaser shall deliver to Seller the following: (i) the Closing Date Cash Consideration, by wire transfer of immediately available funds, to one or more accounts which have been designated by Seller in writing at least three (3) Business Days prior to the Closing Date; (ii) stock certificates, or if (at Purchaser’s election) the applicable shares are uncertificated, other appropriate evidence of ownership reasonably acceptable to Seller, representing a number of duly authorized and validly issued shares of Purchaser Common Stock equal to the Stock Consideration, in each case registered in the name of Seller, unless Seller designates some or all of such shares be registered in one or more names of one or more Affiliates of Seller by written notice no later than ten (10) Business Days prior to the Closing Date; (iii) a written opinion of counsel with respect to the validity and due authorization of the shares of Purchaser Common Stock comprising the Stock Consideration and other customary matters with respect to the due incorporation and valid existence of Purchaser and such shares being legally issued, fully paid and non- assessable; (iv) duly executed counterparts of the Transitional Services Agreement, Reverse Transitional Services Agreement, and Registration Rights Agreement; (c) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following: (i) subject to the receipt by Seller or its designated Affiliates of the Closing Date Cash Consideration and Stock Consideration in accordance with Section 2.2(b), a receipt confirming that Seller or its designated Affiliate(s) has received payment of the Closing Date Cash Consideration and the Stock Consideration; (ii) certificates or, if uncertificated, other evidence of ownership, representing the Shares, registered in the name of Purchaser; (iii) a certificate of an authorized officer of Seller certifying the completion of the Excluded Assets and Liabilities Transfer and the Special Dividend Transaction; (iv) a duly executed IRS Form W-9 or “certificate of non-foreign status” of Seller, issued in accordance with Treasury Regulations Section 1.1445-2(b)(2); (v) duly executed counterparts of the Transitional Services Agreement, Reverse Transitional Services Agreement, and Registration Rights Agreement; (vi) the certificate to be delivered pursuant to Section 6.2(d); and (vii) all such other documents, Contracts, certificates, instruments and records as may be reasonably necessary to consummate or effectuate the Transactions.

The Closing; Closing Deliverables. (a) The closing of the Stock Sale Purchase and Transfer of the Shares (the “Closing”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, or remotely via electronic exchange of documents and signatures on (i) the first fifth (1st5th) day of the month immediately Business Day following the month in date on which each of the conditions set forth in ARTICLE 6 Article VI (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) have been satisfied or waived in accordance with this Agreement, or (ii) at such other time and place as the parties hereto may mutually agree. The Closing shall be deemed effective as of the Effective Time. (b) At least two (2) Business Days prior to the Closing, the Seller shall deliver to Purchaser a statement setting forth its estimates of (i) the amount of Company Transaction Expenses due at Closing and related wire instructions information to effectuate payment thereof on the Closing Date; (ii) good faith estimates of the amounts referenced in Section 2.2(c)(i)(A)(2) and (3) and (iii) the account and wire information required by Section 2.2(c)(i) (the “Closing Statement”). (c) At the Closing, Purchaser shall deliver to Seller the following: : (i) An amount in cash equal to (A) (1) $11,566,740,000, minus (2) the aggregate Carve-Out Tax Costs (if any), plus (3) the aggregate Carve-Out Tax Benefit (if any), minus (4) the Company Transaction Expenses as set forth in the Closing Date Cash ConsiderationStatement, plus (B) interest at a rate of three percent (3.0%) per annum on the amount set forth in the preceding clause (A)(1) for the period following June 30, 2021, through but excluding the Closing Date, by wire transfer of immediately available funds, to one or more accounts which have been designated by Seller in writing at least three (3) Business Days prior to the Closing Date; Statement (the “Purchase Price”); (ii) stock certificates, or if (at Purchaser’s election) the applicable shares are uncertificated, other appropriate evidence of ownership reasonably acceptable to Seller, representing a number of duly authorized and validly issued shares of Purchaser Common Stock equal to the Stock Consideration, in each case registered in the name of Seller, unless Seller designates some or all of such shares be registered in one or more names of one or more Affiliates of Seller by written notice no later than ten (10) Business Days prior to the Closing Date; (iii) a written opinion of counsel with respect to the validity and due authorization of the shares of Purchaser Common Stock comprising the Stock Consideration and other customary matters with respect to the due incorporation and valid existence of Purchaser and such shares being legally issued, fully paid and non- assessable; (iv) duly Duly executed counterparts of the Transitional Services Agreement, Reverse Transitional Services Agreement, Agreement and Registration Rights Agreement;Transitional Trademark License; and (ciii) The certificate to be delivered pursuant to Section 6.3(d); and (iv) All such other documents, contracts, certificates, instruments and records as may be reasonably necessary to consummate or effectuate the Transactions. (d) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following: : (i) subject Subject to the receipt by Seller or its designated Affiliates of the Closing Date Cash Consideration and Stock Consideration Purchase Price in accordance with Section 2.2(b2.2(c), a receipt confirming that Seller or its designated Affiliate(s) has received payment of the Closing Date Cash Consideration and the Stock Consideration; Purchase Price; (ii) certificates Certificates or, if uncertificated, other evidence of ownership, representing the Shares, registered in the name of Purchaser; ; (iii) a A certificate of an authorized officer of Seller certifying the completion of the Excluded Assets and Liabilities Transfer and the Special Dividend Transaction; Carve-Out Transactions; (iv) a duly executed IRS Form W-9 or “A certificate from the Company that complies with Section 1445 of nonthe Code and Sections 1.1445-foreign status” 2(c)(3) and 1.897-2(h) of Seller, issued in accordance with the Treasury Regulations promulgated thereunder, dated as of the Closing Date and executed by a responsible corporate officer of the Company, certifying that the Shares are not a “United States real property interest” (within the meaning of Section 1.1445-2(b)(2897(c)(1) of the Code); provided that Purchaser’s sole right or remedy if the Company fails to provide such certificate shall be to make an appropriate withholding under the Code or indemnification claim pursuant to Section 5.9; (v) duly Duly executed counterparts of the Transitional Services Agreement, Reverse Transitional Services Agreement, Agreement and Registration Rights Agreement; Transitional Trademark License; (vi) the The certificate to be delivered pursuant to Section 6.2(d); and and (vii) all All such other documents, Contractscontracts, certificates, instruments and records as may be reasonably necessary to consummate or effectuate the Transactions.

The Closing; Closing Deliverables. (a) The closing of the Stock Sale (the “Closing”) shall occur at the offices of Xxxxxxxx Sxxxxxxx & Xxxxxxxx Cxxxxxxx LLP, 000 100 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, or remotely via electronic exchange of documents and signatures on (i) the first (1st) day of the month immediately following the month in which each of the conditions set forth in ARTICLE 6 (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) have been satisfied or waived in accordance with this Agreement, or (ii) at such other time and place as the parties hereto may mutually agree. The Closing shall be deemed effective as of the Effective Time. (b) At the Closing, Purchaser shall deliver to Seller the following: : (i) the Closing Date Cash Consideration, by wire transfer of immediately available funds, to one or more accounts which have been designated by Seller in writing at least three (3) Business Days prior to the Closing Date; ; (ii) stock certificates, or if (at Purchaser’s election) the applicable shares are uncertificated, other appropriate evidence of ownership reasonably acceptable to Seller, representing a number of duly authorized and validly issued shares of Purchaser Common Stock equal to the Stock Consideration, in each case registered in the name of Seller, unless Seller designates some or all of such shares be registered in one or more names of one or more Affiliates of Seller by written notice no later than ten (10) Business Days prior to the Closing Date; ; (iii) a written opinion of counsel with respect to the validity and due authorization of the shares of Purchaser Common Stock comprising the Stock Consideration and other customary matters with respect to the due incorporation and valid existence of Purchaser and such shares being legally issued, fully paid and non- non-assessable; ; (iv) duly executed counterparts of the Transitional Services Agreement, Reverse Transitional Services Agreement, and Registration Rights Agreement; (v) the certificate to be delivered pursuant to Section 6.3(d); and (vi) all such other documents, Contracts, certificates, instruments and records as may be reasonably necessary to consummate or effectuate the Transactions. (c) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following: : (i) subject to the receipt by Seller or its designated Affiliates of the Closing Date Cash Consideration and Stock Consideration in accordance with Section 2.2(b), a receipt confirming that Seller or its designated Affiliate(s) has received payment of the Closing Date Cash Consideration and the Stock Consideration; ; (ii) certificates or, if uncertificated, other evidence of ownership, representing the Shares, registered in the name of Purchaser; ; (iii) a certificate of an authorized officer of Seller certifying the completion of the Excluded Assets and Liabilities Transfer and the Special Dividend Transaction; ; (iv) a duly executed IRS Form W-9 or “certificate of non-foreign status” of Seller, issued in accordance with Treasury Regulations Section 1.1445-2(b)(2); ; (v) duly executed counterparts of the Transitional Services Agreement, Reverse Transitional Services Agreement, and Registration Rights Agreement; ; (vi) the certificate to be delivered pursuant to Section 6.2(d); and and (vii) all such other documents, Contracts, certificates, instruments and records as may be reasonably necessary to consummate or effectuate the Transactions.

The Closing; Closing Deliverables. (a) The closing of the Stock Sale Purchase and Transfer of the Shares (the “Closing”) shall occur at the offices of Xxxxxxxx Sxxxxxxx & Xxxxxxxx Cxxxxxxx LLP, 000 100 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, or remotely via electronic exchange of documents and signatures on (i) the first fifth (1st5th) day of the month immediately Business Day following the month in date on which each of the conditions set forth in ARTICLE 6 Article VI (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) have been satisfied or waived in accordance with this Agreement, or (ii) at such other time and place as the parties hereto may mutually agree. The Closing shall be deemed effective as of the Effective Time. (b) At least two (2) Business Days prior to the Closing, the Seller shall deliver to Purchaser a statement setting forth its estimates of (i) the amount of Company Transaction Expenses due at Closing and related wire instructions information to effectuate payment thereof on the Closing Date; (ii) good faith estimates of the amounts referenced in Section 2.2(c)(i)(A)(2) and (3) and (iii) the account and wire information required by Section 2.2(c)(i) (the “Closing Statement”). (c) At the Closing, Purchaser shall deliver to Seller the following: : (i) An amount in cash equal to (A) (1) $11,566,740,000, minus (2) the aggregate Carve-Out Tax Costs (if any), plus (3) the aggregate Carve-Out Tax Benefit (if any), minus (4) the Company Transaction Expenses as set forth in the Closing Date Cash ConsiderationStatement, plus (B) interest at a rate of three percent (3.0%) per annum on the amount set forth in the preceding clause (A)(1) for the period following June 30, 2021, through but excluding the Closing Date, by wire transfer of immediately available funds, to one or more accounts which have been designated by Seller in writing at least three (3) Business Days prior to the Closing Date; Statement (the “Purchase Price”); (ii) stock certificates, or if (at Purchaser’s election) the applicable shares are uncertificated, other appropriate evidence of ownership reasonably acceptable to Seller, representing a number of duly authorized and validly issued shares of Purchaser Common Stock equal to the Stock Consideration, in each case registered in the name of Seller, unless Seller designates some or all of such shares be registered in one or more names of one or more Affiliates of Seller by written notice no later than ten (10) Business Days prior to the Closing Date; (iii) a written opinion of counsel with respect to the validity and due authorization of the shares of Purchaser Common Stock comprising the Stock Consideration and other customary matters with respect to the due incorporation and valid existence of Purchaser and such shares being legally issued, fully paid and non- assessable; (iv) duly Duly executed counterparts of the Transitional Services Agreement, Reverse Transitional Services Agreement, Agreement and Registration Rights Agreement;Transitional Trademark License; and (ciii) The certificate to be delivered pursuant to Section 6.3(d); and (iv) All such other documents, contracts, certificates, instruments and records as may be reasonably necessary to consummate or effectuate the Transactions. (d) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following: : (i) subject Subject to the receipt by Seller or its designated Affiliates of the Closing Date Cash Consideration and Stock Consideration Purchase Price in accordance with Section 2.2(b2.2(c), a receipt confirming that Seller or its designated Affiliate(s) has received payment of the Closing Date Cash Consideration and the Stock Consideration; Purchase Price; (ii) certificates Certificates or, if uncertificated, other evidence of ownership, representing the Shares, registered in the name of Purchaser; ; (iii) a A certificate of an authorized officer of Seller certifying the completion of the Excluded Assets and Liabilities Transfer and the Special Dividend Transaction; Carve-Out Transactions; (iv) a duly executed IRS Form W-9 or “A certificate from the Company that complies with Section 1445 of nonthe Code and Sections 1.1445-foreign status” 2(c)(3) and 1.897-2(h) of Seller, issued in accordance with the Treasury Regulations promulgated thereunder, dated as of the Closing Date and executed by a responsible corporate officer of the Company, certifying that the Shares are not a “United States real property interest” (within the meaning of Section 1.1445-2(b)(2897(c)(1) of the Code); provided that Purchaser’s sole right or remedy if the Company fails to provide such certificate shall be to make an appropriate withholding under the Code or indemnification claim pursuant to Section 5.9; (v) duly Duly executed counterparts of the Transitional Services Agreement, Reverse Transitional Services Agreement, Agreement and Registration Rights Agreement; Transitional Trademark License; (vi) the The certificate to be delivered pursuant to Section 6.2(d); and and (vii) all All such other documents, Contractscontracts, certificates, instruments and records as may be reasonably necessary to consummate or effectuate the Transactions.

The Closing; Closing Deliverables. (a) The closing of the Stock Sale transactions contemplated by this Agreement (the “Closing”) shall occur take place on the date hereof simultaneously with the execution and delivery hereof at the offices of Xxxxxxxx & Xxxxxxxx LLP, Xxxxx LLP located at 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx XxxxX.X., Xxx Xxxx 00000 at 10:00 a.m.Xxxxxxxxxx, New York City timeX.X. 00000, or remotely via electronic exchange of documents and signatures on (i) the first (1st) day of the month immediately following the month in which each of the conditions set forth in ARTICLE 6 (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) have been satisfied or waived in accordance with this Agreement, or (ii) at such other time location or on such other date as is mutually agreed to by Parent and place Seller. The date on which the Closing shall occur is referred to herein as the parties hereto may mutually agree. The “Closing shall be deemed effective as of the Effective TimeDate.” (b) At or prior to the Closing, Purchaser Seller or the Company, as applicable, shall deliver have delivered to Seller Parent each of the following: : (i) a copy of the Closing Date Cash Consideration, Company Certificate (certified by wire transfer the Secretary of immediately available funds, to one or more accounts which have been designated by Seller in writing at least three (3State of Delaware) Business Days prior to and a certificate of good standing from the State of Delaware for the Company dated within five days of the Closing Date; ; (ii) stock certificates, or if (at Purchaser’s election) a certified copy of the applicable shares are uncertificated, other appropriate evidence of ownership reasonably acceptable to Seller, representing a number of duly authorized and validly issued shares of Purchaser Common Stock equal to the Stock Consideration, in each case registered in the name written consent of Seller, unless Seller designates some or all as the sole stockholder of such shares be registered the Company, in one or more names the form of one or more Affiliates Exhibit F, evidencing the adoption and approval of Seller this Agreement, the First Merger and the other Transaction Documents and the other transactions contemplated hereby and thereby by written notice no later than ten consent in accordance with the DGCL and the Company’s organizational documents (10) Business Days prior to the Closing Date; “Seller Written Consent”); (iii) a written opinion of counsel with respect to the validity and due authorization certified copy of the shares resolutions duly adopted by Seller’s Manager and the Company’s board of Purchaser Common Stock comprising directors authorizing the Stock Consideration execution, delivery and performance of this Agreement and the other customary matters with respect Transaction Documents to which Seller and the due incorporation Company are a party, and valid existence the consummation of Purchaser all transactions contemplated hereby and such shares being legally issued, fully paid and non- assessable; thereby; (iv) duly executed counterparts resignations from the directors of the Transitional Company immediately prior to the First Merger Effective Time, to be effective as of the First Merger Effective Time; (v) an affidavit, sworn under penalties of perjury, stating that the Company is not a United States real property holding corporation as defined in Section 897 and Section 1445 of the Code, dated as of the Closing Date and in form and substance required under Treasury Regulation Section 1.897-2(h), together with a written authorization for Parent to deliver such notice form to the Internal Revenue Service on behalf of the Company upon Closing; (vi) written evidence that the Pre-Closing Transactions have been consummated; (vii) a Transition Services Agreement in the form attached hereto as Exhibit E (the “Transition Services Agreement”), Reverse Transitional Services executed by Parent, Seller, and any Affiliate of Seller to be party thereto; (viii) the Stockholders Agreement, executed by Seller and Registration Rights any Affiliate of Seller to be party thereto; (ix) the Voting Agreement, executed by any Affiliate of Seller to be party thereto; (x) the Non-Competition Agreement, executed by Knowledge Universe Education L.P.; (xi) the Limited Guarantee, executed by Learning Group LLC; and (xii) stock certificates representing the Company Common Stock Outstanding with duly issued stock powers. (c) At or prior to the Closing, Parent or Corporate Merger Sub, as applicable, shall have delivered to the Company and Seller shall deliver, or cause to be delivered, to Purchaser each of the following: : (i) subject to the receipt by Seller or its designated Affiliates certified copies of the Closing Date Cash Consideration resolutions duly adopted by Parent’s board of directors (the “Parent Board”), Corporate Merger Sub’s board of directors and Stock Consideration the sole member of LLC Merger Sub which manages LLC Merger Sub authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which Parent, LLC Merger Sub and Corporate Merger Sub are a party, and the consummation of all transactions contemplated hereby and thereby; (ii) a certified copy of the written consent of Parent, as the sole stockholder of Corporate Merger Sub, in the form of Exhibit G, evidencing the adoption and approval of this Agreement, the First Merger and the other Transaction Documents and the other transactions contemplated hereby and thereby by written consent in accordance with Section 2.2(bthe DGCL and Corporate Merger Sub’s organizational documents (the “Parent Corporate Written Consent”), a receipt confirming that Seller or its designated Affiliate(s) has received payment of the Closing Date Cash Consideration and the Stock Consideration; (ii) certificates or, if uncertificated, other evidence of ownership, representing the Shares, registered in the name of Purchaser; ; (iii) a certificate of an authorized officer of Seller certifying the completion certified copy of the Excluded Assets written consent of Parent, as the sole equityholder of LLC Merger Sub, in the form of Exhibit H, evidencing the adoption and Liabilities Transfer approval of this Agreement, the Second Merger and the Special Dividend Transaction; other Transaction Documents and the other transactions contemplated hereby and thereby by written consent in accordance with the DGCL and Corporate Merger Sub’s organizational documents (the “Parent LLC Written Consent”); (iv) a duly the Voting Agreement, executed IRS Form W-9 or “certificate of non-foreign status” of Seller, issued in accordance with Treasury Regulations Section 1.1445-2(b)(2); by the Purchaser Parties; (v) duly executed counterparts of the Transitional Transition Services Agreement, Reverse Transitional Services Agreement, and Registration Rights Agreement; executed by Parent; (vi) the certificate to be delivered pursuant to Section 6.2(d); and Stockholders Agreement, executed by Parent; (vii) all such other documentsthe Non-Competition Agreement, Contracts, certificates, instruments and records as may be reasonably necessary to consummate or effectuate executed by Parent; and (viii) the TransactionsLimited Guarantee.