Common use of Deliverables at the Closing Clause in Contracts

Deliverables at the Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing: (a) Buyer will: (1) pay or cause to be paid the Purchase Price, less the Escrow Amounts and less the MBUU Share Amount, in accordance with Section 1.4(a); (2) deposit or cause to be deposited the Escrow Amounts with the Escrow Agent in accordance with Section 1.4(a); (3) pay or cause to be paid the Earnout Payments to the Persons specified in Schedule 2.2(a)(3); (4) pay or cause to be paid the FAR Payments and Company Bonus Payments to the Company, and the Company shall then pay the FAR Payments to the Persons specified in Schedule 3.6(c) and pay the portion of the Company Bonus Payments specified in Schedule 2.2(a)(4) to the Persons specified therein who are employees of the Cobalt Companies as of Closing, in each case, through its payroll system no later than 10 days following the Closing Date, subject to deduction for all amounts required or permitted to be withheld under any applicable Law and, for clarity, such payments to the Persons specified on such Schedules will not include (and the Company will instead pay to the applicable Governmental Authority) the employer portion of any payroll, social security, unemployment or similar Tax in respect of such payments; (5) pay or cause to be paid the Debt Payoff Amounts, in accordance with the instructions provided in the applicable Debt Payoff Letters; (6) pay or cause to be paid the specified portions of the Company Transaction Cost (other than the Company Bonus Payments) to the Persons specified in the Estimated Closing Statement; provided that any Company Transaction Cost that is compensatory in nature with respect to a Cobalt Company employee shall be paid to the Company, and the Company shall then pay such Company Transaction Cost through its payroll system to such Persons no later than 10 days following the Closing Date, subject to deduction for all amounts required to be withheld under applicable Tax law; (7) pay the full remaining premium payable to bind the R&W Insurance Policy, including any underwriting costs, brokerage commissions, and other fees and expenses to bind such policy, and deliver to Sellers the conditional binder with respect to the R&W Insurance Policy; and (8) deliver to Sellers the Escrow Agreement, duly executed by Buyer. (b) Sellers will deliver to Buyer: (1) duly executed instruments of assignment with respect to each Seller’s Units in form attached to this Agreement as Exhibit 2.2(b)(1), together with the original certificates representing such Units; (2) (A) a copy of the Charter Documents of each of the Cobalt Companies certified as of a recent date by an authorized officer of each such Cobalt Company, (B) certificates of good standing with respect to the Cobalt Companies issued by the responsible Governmental Authority of the jurisdictions of their respective formation or incorporation, dated as of a date not more than 10 business days prior to the Closing Date and (C) copies of all of the manager or board and member or stockholder resolutions of the Cobalt Companies adopted in connection with the transactions contemplated by this Agreement certified by an authorized officer of each such Cobalt Company; (3) a resignation letter (or other evidence of removal) in form and substance reasonably satisfactory to Buyer, effective as of the Closing, of each officer, manager and director of the Cobalt Companies and the employees of the Company specified in Schedule 2.2(b)(3); (4) all books and records of the Cobalt Companies to the extent not already in the possession of the Cobalt Companies; (5) a certificate from each Seller under Section 1445(b)(2) of the Code in form and substance reasonably satisfactory to Buyer providing that such Seller is not a foreign person; (6) the Escrow Agreement, duly executed by Sellers and the Escrow Agent; (7) evidence in form and substance reasonably satisfactory to Buyer of the termination of all Contracts between any Cobalt Company, on the one hand, and any Insider, on the other hand, or otherwise relating to an Insider, in each case, set forth on Schedule 2.2(b)(7); (8) evidence of the receipt of all consents, the giving of all notices, and the making of all filings set forth on Schedule 2.2(b)(8), in each case, in form and substance reasonably satisfactory to Buyer; (9) copies of fully-executed releases, terminations and discharges of any Liens under the Debt Arrangements, in each case, in form and substance reasonably satisfactory to Buyer, to be held in escrow until satisfaction of its obligation to pay or cause to be paid the Debt Payoff Amount; (10) evidence of valid releases of the Liens listed on Schedule 2.2(b)(10), in each case, in form and substance reasonably satisfactory to Buyer; and (11) the License Agreement attached to this Agreement as Exhibit 2.2(b)(11), duly executed by the Company and the other parties thereto. (c) The Company will deliver evidence in form and substance reasonably satisfactory to Buyer of the transfer to Seller(s) of those assets listed on Schedule 2.2(c). (d) Malibu Boats, Inc. will issue to Xxxxxxx Xxxxxx St. Clair, Jr. a number of shares of its common stock (the “MBUU Common Stock”) equal to the quotient obtained by dividing (i) the MBUU Share Amount by (ii) the closing price of the shares of MBUU Common Stock on the NASDAQ on the trading day immediately preceding the day of the press release that is issued in connection with the execution of this Agreement pursuant to Section 6.4.

Deliverables at the Closing. Subject (a) At the Closing, Seller shall deliver to the terms and conditions set forth in this Agreement, at the ClosingPurchaser: (ai) Buyer will: (1) pay or cause to be paid the Purchase Price, less the Escrow Amounts and less the MBUU Share Amount, in accordance with Section 1.4(a); (2) deposit or cause to be deposited the Escrow Amounts with the Escrow Agent in accordance with Section 1.4(a); (3) pay or cause to be paid the Earnout Payments to the Persons specified in Schedule 2.2(a)(3); (4) pay or cause to be paid the FAR Payments and Company Bonus Payments to the Company, and the Company shall then pay the FAR Payments to the Persons specified in Schedule 3.6(c) and pay the portion A certificate of a duly authorized officer of the Company Bonus Payments specified in Schedule 2.2(a)(4) to the Persons specified therein who are employees of the Cobalt Companies Seller dated as of Closing, in each case, through its payroll system no later than 10 days following the Closing Date, subject to deduction for all amounts required or permitted to be withheld under any applicable Law and, for clarity, such payments to the Persons specified on such Schedules will not include (and the Company will instead pay to the applicable Governmental Authority) the employer portion of any payroll, social security, unemployment or similar Tax in respect of such payments; (5) pay or cause to be paid the Debt Payoff Amounts, in accordance with the instructions provided in the applicable Debt Payoff Letters; (6) pay or cause to be paid the specified portions of the Company Transaction Cost (other than the Company Bonus Payments) to the Persons specified in the Estimated Closing Statement; provided that any Company Transaction Cost that is compensatory in nature with respect to a Cobalt Company employee shall be paid to the Company, and the Company shall then pay such Company Transaction Cost through its payroll system to such Persons no later than 10 days following the Closing Date, subject to deduction for all amounts required to be withheld under applicable Tax law; (7) pay the full remaining premium payable to bind the R&W Insurance Policy, including any underwriting costs, brokerage commissions, and other fees and expenses to bind such policy, and deliver to Sellers the conditional binder with respect to the R&W Insurance Policy; and (8) deliver to Sellers the Escrow Agreement, duly executed by Buyer. (b) Sellers will deliver to Buyer: (1) duly executed instruments of assignment with respect to each Seller’s Units in form attached to this Agreement as Exhibit 2.2(b)(1), together with the original certificates representing such Units; (2) (A) a copy of the Charter Documents of each of the Cobalt Companies certified as of a recent date by an authorized officer of each such Cobalt Company, (B) certificates of good standing with respect to the Cobalt Companies issued by the responsible Governmental Authority of the jurisdictions of their respective formation or incorporation, dated as of a date not more than 10 business days prior to the Closing Date and (C) copies of all of the manager or board and member or stockholder resolutions of the Cobalt Companies adopted in connection with the transactions contemplated by this Agreement certified by an authorized officer of each such Cobalt Company; (3) a resignation letter (or other evidence of removal) in form and substance reasonably satisfactory to Buyer, effective as of the Closing, of each officer, manager and director of the Cobalt Companies and the employees of the Company specified in Schedule 2.2(b)(3); (4) all books and records of the Cobalt Companies to the extent not already in the possession of the Cobalt Companies; (5) a certificate from each Seller under Section 1445(b)(2) of the Code in form and substance reasonably satisfactory to Buyer providing that such Seller is not a foreign person; (6) the Escrow Agreement, duly executed by Sellers and the Escrow Agent; (7) evidence in form and substance reasonably satisfactory to Buyer of the termination of all Contracts between any Cobalt Company, on the one hand, and any Insider, on the other hand, or otherwise relating to an Insider, in each case, set forth on Schedule 2.2(b)(7); (8) evidence of the receipt of all consents, the giving of all notices, and the making of all filings set forth on Schedule 2.2(b)(8), in each case, in form and substance reasonably satisfactory to BuyerPurchaser (A) certifying the name, title and true signature of each officer of the Seller executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby, and (B) attaching and certifying a certificate of good standing and legal existence of the Seller issued by the Secretary of State of the State of Florida and dated as of a date no earlier than three Business Days prior to the Closing Date; (9ii) copies A certificate of fully-executed releasesa duly authorized officer of the Seller, terminations and discharges dated as of any Liens under the Debt Arrangements, in each caseClosing Date, in form and substance reasonably satisfactory to Buyer, to be held Purchaser; certifying that the matters set forth in escrow until satisfaction of its obligation to pay or cause to be paid the Debt Payoff AmountSection 6.01 and Section 7.03 are true and correct; (10iii) evidence of valid releases the Stock Power in the form as attached hereto as Exhibit A, duly executed by an authorized officer of the Liens listed on Schedule 2.2(b)(10)Seller; (iv) The resignations of Mx. Xxxx Xxxxxx and Mx. Xxxxxx Iezuitov as directors and officers of the Company and each of its subsidiaries, in each caseduly executed by Mx. Xxxxxx and Mr. Iezuitov, as applicable, with no compensation payable to those directors under those resignations and providing that their resignations shall be effective as of the Closing Date; (v) such other documents as Purchaser may reasonably request for the purpose of evidencing the accuracy of any of Seller’s representations and warranties; evidencing the performance by the Seller of, or the compliance by the Seller with, any covenant or obligation required to be performed or complied with by the Seller hereunder; or otherwise facilitating the consummation or performance of any of the Transactions. (b) At the Closing, Purchaser shall deliver to the Seller: (i) A certificate of a duly authorized officer of the Purchaser dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer; andSeller certifying the name, title and true signature of each officer of the Purchaser executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (11ii) A certificate of a duly authorized officer of the License Agreement attached to this Agreement Purchaser, dated as Exhibit 2.2(b)(11)of the Closing Date, duly executed by the Company and the other parties thereto. (c) The Company will deliver evidence in form and substance reasonably satisfactory to Buyer Seller; certifying that the matters set forth in Section 7.01 and Section 6.03 are true and correct; (iii) the sum of $1.00 (the “Purchase Price”) by wire transfer or check; (iv) The following assignments and releases with respect to the issuance by FBNK Finance S.a r.x. a Luxembourg company (“FBNK Finance”) of a total of EUR 50,000,000 notes, portions of which were issued to each of the transfer following investors pursuant to Seller(sthe Terms and Conditions related thereto (as to each such Investor, the “Terms and Conditions”) and an Underwriting Agreement related thereto (as to each such Investor, the “Underwriting Agreement”): (1) An assignment and release agreement between the Seller, FBNK Finance and Joint Proficient Project Company Limited (“JP”), pursuant to which the EUR 6 million bond guarantee, initially issued by Seller to JP shall be assigned from Seller to FBNK Finance, to include a full release of those assets listed on Schedule 2.2(cany obligations, guarantees or liabilities of any sort of the Seller to JP or any other Person, including with respect to the obligations of the Seller pursuant to the Underwriting Agreement and the Terms and Conditions related thereto, the forgoing to be completed via the Assignment of Guaranty and Release by and between the Seller, FBNK Finance and JP, in the form as attached hereto as Exhibit B-1 and to be in form and substance as acceptable to Seller; (2) a release agreement by and between the Seller, FBNK Finance and IndexAtlas AG (“IndexAtlas”), to include a full release of any obligations, guarantees or liabilities of any sort of the Seller to any Person, including with respect to the obligations of the Seller pursuant to the Underwriting Agreement and the Terms and Conditions related thereto, the forgoing to be completed via the Assignment of Guaranty and Release in the form as attached hereto as Exhibit B-2 and to be in form and substance as acceptable to Seller; (3) a release agreement by and between the Seller, FBNK Finance and SERES Investments S.à r.x., SPF, to include a full release of any obligations, guarantees or liabilities of any sort of the Seller to any Person, including with respect to the obligations of the Seller pursuant to the Underwriting Agreement and the Terms and Conditions related thereto, the forgoing to be completed via the Assignment of Guaranty and Release in the form as attached hereto as Exhibit B-3 and to be in form and substance as acceptable to Seller; (4) a release agreement by and between the Seller, FBNK Finance and Lxxxx Vision Fund LP, to include a full release of any obligations, guarantees or liabilities of any sort of the Seller to any Person, including with respect to the obligations of the Seller pursuant to the Underwriting Agreement and the Terms and Conditions related thereto, the forgoing to be completed via the Assignment of Guaranty and Release in the form as attached hereto as Exhibit B-4 and to be in form and substance as acceptable to Seller; (5) a release agreement by and between the Seller, FBNK Finance and Herculius Partners SA, to include a full release of any obligations, guarantees or liabilities of any sort of the Seller to any Person, including with respect to the obligations of the Seller pursuant to the Underwriting Agreement and the Terms and Conditions related thereto, the forgoing to be completed via the Assignment of Guaranty and Release in the form as attached hereto as Exhibit B-5 and to be in form and substance as acceptable to Seller; (6) a release agreement by and between the Seller, FBNK Finance and Herculius Partners “Taurus” Fund c/o IFM Independent Fund Management, to include a full release of any obligations, guarantees or liabilities of any sort of the Seller to any Person, including with respect to the obligations of the Seller pursuant to the Underwriting Agreement and the Terms and Conditions related thereto, the forgoing to be completed via the Assignment of Guaranty and Release in the form as attached hereto as Exhibit B-6 and to be in form and substance as acceptable to Seller; (7) a release agreement by and between the Seller, FBNK Finance and The Native SA, to include a full release of any obligations, guarantees or liabilities of any sort of the Seller to any Person, including with respect to the obligations of the Seller pursuant to the Underwriting Agreement and the Terms and Conditions related thereto, the forgoing to be completed via the Assignment of Guaranty and Release in the form as attached hereto as Exhibit B-7 and to be in form and substance as acceptable to Seller; (8) a release agreement by and between the Seller, FBNK Finance and HLEE Finance S.à r.x. (“HLEE Finance”), to include a full release of any obligations, guarantees or liabilities of any sort of the Seller to any Person, including with respect to the obligations of the Seller pursuant to the Underwriting Agreement and the Terms and Conditions related thereto, the forgoing to be completed via the Assignment of Guaranty and Release in the form as attached hereto as Exhibit B-8 and to be in form and substance as acceptable to Seller; (9) a release agreement by and between the Seller, FBNK Finance and Vxxxxx Iezuitov, to include a full release of any obligations, guarantees or liabilities of any sort of the Seller to any Person, including with respect to the obligations of the Seller pursuant to the Underwriting Agreement and the Terms and Conditions related thereto, the forgoing to be completed via the Assignment of Guaranty and Release in the form as attached hereto as Exhibit B-9 and to be in form and substance as acceptable to Seller; (10) a release agreement by and between the Seller, FBNK Finance and Jxxxxxx Xxxxx, to include a full release of any obligations, guarantees or liabilities of any sort of the Seller to any Person, including with respect to the obligations of the Seller pursuant to the Underwriting Agreement and the Terms and Conditions related thereto, the forgoing to be completed via the Assignment of Guaranty and Release in the form as attached hereto as Exhibit B-10 and to be in form and substance as acceptable to Seller; and (v) such other documents as Seller may reasonably request for the purpose of evidencing the accuracy of any of Purchaser’s representations and warranties; evidencing the performance by the Purchaser of, or the compliance by the Purchaser with, any covenant or obligation required to be performed or complied with by the Purchaser hereunder; or otherwise facilitating the consummation or performance of any of the Transactions. (dc) Malibu Boats, Inc. will issue to Xxxxxxx Xxxxxx St. Clair, Jr. a number of All Company Shares and shares of its common Facebank Common Stock transferred hereunder shall be accompanied by duly executed stock (powers, or such other instruments of transfer as reasonably requested by the “MBUU Common Stock”) equal Parties, duly executed in blank and with all required stock transfer stamps affixed, in form and substance satisfactory to the quotient obtained by dividing (i) Purchaser as required for the MBUU Share Amount by (ii) same to be transferred to the closing price of ownership as set forth above, with all necessary transfer Tax and other revenue stamps, acquired at the shares of MBUU Common Stock on the NASDAQ on the trading day immediately preceding the day of the press release that is issued in connection with the execution of this Agreement pursuant to Section 6.4Seller’s expense, affixed.

Deliverables at the Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing: (a) Buyer will: (1) pay or cause to be paid the Purchase Price, less the Escrow Amounts and less the MBUU Share Amount, in accordance with Section 1.4(a); (2) deposit or cause to be deposited the Escrow Amounts with the Escrow Agent in accordance with Section 1.4(a); (3) pay or cause to be paid the Earnout Payments to the Persons specified in Schedule 2.2(a)(3); (4) pay or cause to be paid the FAR Payments and Company Bonus Payments to the Company, and the Company shall then pay the FAR Payments to the Persons specified in Schedule 3.6(c) and pay the portion of the Company Bonus Payments specified in Schedule 2.2(a)(4) to the Persons specified therein who are employees of the Cobalt Companies as of Closing, in each case, through its payroll system no later than 10 days following the Closing Date, subject to deduction for all amounts required or permitted to be withheld under any applicable Law and, for clarity, such payments to the Persons specified on such Schedules will not include (and the Company will instead pay to the applicable Governmental Authority) the employer portion of any payroll, social security, unemployment or similar Tax in respect of such payments; (5) pay or cause to be paid the Debt Payoff Amounts, in accordance with the instructions provided in the applicable Debt Payoff Letters; (6) pay or cause to be paid the specified portions of the Company Transaction Cost (other than the Company Bonus Payments) to the Persons specified in the Estimated Closing Statement; provided that any Company Transaction Cost that is compensatory in nature with respect to a Cobalt Company employee shall be paid to the Company, and the Company shall then pay such Company Transaction Cost through its payroll system to such Persons no later than 10 days following the Closing Date, subject to deduction for all amounts required to be withheld under applicable Tax law; (7) pay the full remaining premium payable to bind the R&W Insurance Policy, including any underwriting costs, brokerage commissions, and other fees and expenses to bind such policy, and deliver to Sellers the conditional binder with respect to the R&W Insurance Policy; and (8) deliver to Sellers the Escrow Agreement, duly executed by Buyer. (b) Sellers will deliver to Buyer: (1) duly executed instruments of assignment with respect to each Seller’s Units in form attached to this Agreement as Exhibit 2.2(b)(1), together with the original certificates representing such Units; (2) (A) a copy of the Charter Documents of each of the Cobalt Companies certified as of a recent date by an authorized officer of each such Cobalt Company, (B) certificates of good standing with respect to the Cobalt Companies issued by the responsible Governmental Authority of the jurisdictions of their respective formation or incorporation, dated as of a date not more than 10 business days prior to the Closing Date and (C) copies of all of the manager or board and member or stockholder resolutions of the Cobalt Companies adopted in connection with the transactions contemplated by this Agreement certified by an authorized officer of each such Cobalt Company; (3) a resignation letter (or other evidence of removal) in form and substance reasonably satisfactory to Buyer, effective as of the Closing, of each officer, manager and director of the Cobalt Companies and the employees of the Company specified in Schedule 2.2(b)(3); (4) all books and records of the Cobalt Companies to the extent not already in the possession of the Cobalt Companies; (5) a certificate from each Seller under Section 1445(b)(2) of the Code in form and substance reasonably satisfactory to Buyer providing that such Seller is not a foreign person; (6) the Escrow Agreement, duly executed by Sellers and the Escrow Agent; (7) evidence in form and substance reasonably satisfactory to Buyer of the termination of all Contracts between any Cobalt Company, on the one hand, and any Insider, on the other hand, or otherwise relating to an Insider, in each case, set forth on Schedule 2.2(b)(7); (8) evidence of the receipt of all consents, the giving of all notices, and the making of all filings set forth on Schedule 2.2(b)(8), in each case, in form and substance reasonably satisfactory to Buyer; (9) copies of fully-executed releases, terminations and discharges of any Liens under the Debt Arrangements, in each case, in form and substance reasonably satisfactory to Buyer, to be held in escrow until satisfaction of its obligation to pay or cause to be paid the Debt Payoff Amount; (10) evidence of valid releases of the Liens listed on Schedule 2.2(b)(10), in each case, in form and substance reasonably satisfactory to Buyer; and (11) the License Agreement attached to this Agreement as Exhibit 2.2(b)(11), duly executed by the Company and the other parties thereto. (c) The Company will deliver evidence in form and substance reasonably satisfactory to Buyer of the transfer to Seller(s) of those assets listed on Schedule 2.2(c). (d) Malibu Boats, Inc. will issue to Xxxxxxx Xxxxxx St. Clair, Jr. a number of shares of its common stock (the “MBUU Common Stock”) equal to the quotient obtained by dividing (i) the MBUU Share Amount by (ii) the closing price of the shares of MBUU Common Stock on the NASDAQ on the trading day immediately preceding the day of the press release that is issued in connection with the execution of this Agreement pursuant to Section 6.4. 3.

Deliverables at the Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing: (a) Buyer will: (1) pay or cause to be paid the Purchase Price, Price (less (A) the Escrow Amounts and less (B) the MBUU Share Amount, Representative Fund) in accordance with Section 1.4(al.4(a); (2) deposit or cause to be deposited (A) the PPP Escrow Amounts Amount with the PPP Lender, (B) the Adjustment Escrow Amount with the Escrow Agent and (C) the Representative Fund in the Representative Fund Account, each in accordance with Section 1.4(a); (3) pay or cause to be paid the Earnout Payments to the Persons specified in Schedule 2.2(a)(3); (4) pay or cause to be paid the FAR Payments and Company Bonus Payments to the Company, and the Company shall then pay the FAR Payments to the Persons specified in Schedule 3.6(c) and pay the portion of the Company Bonus Payments specified in Schedule 2.2(a)(4) to the Persons specified therein who are employees of the Cobalt Companies as of Closing, in each case, through its payroll system no later than 10 days following the Closing Date, subject to deduction for all amounts required or permitted to be withheld under any applicable Law and, for clarity, such payments to the Persons specified on such Schedules will not include (and the Company will instead pay to the applicable Governmental Authority) the employer portion of any payroll, social security, unemployment or similar Tax in respect of such payments; (5) pay or cause to be paid the Debt Payoff Amounts, in accordance with the instructions provided in the applicable Debt Payoff Letters; (6) pay or cause to be paid the specified portions of the Company Transaction Cost (other than the Company Bonus Payments) to the Persons specified in the Estimated Closing Statement; provided that any Company Transaction Cost that is compensatory in nature with respect to a Cobalt Company employee shall be paid to the Company, and the Company shall then pay such Company Transaction Cost through its payroll system to such Persons no later than 10 days following the Closing Date, subject to deduction for all amounts required to be withheld under applicable Tax law; (74) pay the full remaining premium payable to bind the R&W Insurance Policy, including any underwriting costs, brokerage commissions, and other fees and expenses to bind such policy, and deliver to Sellers the Seller Representative, the conditional binder with respect to the R&W Insurance Policy; and (8) 5) deliver to Sellers the Seller Representative, the Adjustment Escrow Agreement, duly executed by Buyer. (b) Sellers or the Seller Representative will deliver to Buyer: (1) the original share certificates representing all of the Shares, duly endorsed for transfer to Buyer or accompanied by duly executed instruments assignments separate from certificate in favor of assignment with respect to each Seller’s Units in form attached to this Agreement as Exhibit 2.2(b)(1), together with the original certificates representing such UnitsBuyer; (2) a certificate in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and duly executed by an authorized officer of the Company attaching and certifying as to: (A) a copy of the Charter Documents of each the Company (including, with respect to any such Charter Documents that are filed with the responsible Governmental Authority of the Cobalt Companies jurisdictions of their respective formation or incorporation, a certified copy thereof, dated as of a recent date by an authorized officer of each such Cobalt Company, not more than 10 business days prior to the Closing Date); (B) certificates of good standing with respect to the Cobalt Companies Company issued by the responsible Governmental Authority of the jurisdictions of their respective formation or incorporation, dated as of a date not more than 10 business days prior to the Closing Date Date; and (C) copies of all of the manager or board director and member or stockholder resolutions of the Cobalt Companies Company adopted in connection with the transactions contemplated by this Agreement certified by an authorized officer of each such Cobalt CompanyAgreement; (3) a resignation letter (or other evidence of removal) in form and substance reasonably satisfactory to Buyer, effective as of the Closing, of each officer, manager officer and director of the Cobalt Companies and the employees of the Company Company, except as otherwise specified in Schedule 2.2(b)(3); (4) all books and records of the Cobalt Companies Company to the extent not already in the possession of the Cobalt CompaniesCompany; (5) a certificate from each Seller under Section 1445(b)(2) of the Code in form and substance reasonably satisfactory to Buyer providing that such Seller is not a foreign person, or, alternatively, a properly completed Internal Revenue Service Form W-9 or Substitute Form W-9 certifying that such Seller is exempt from U.S. federal Income Tax back-up withholding; (6) the Adjustment Escrow Agreement, duly executed by Sellers the Seller Representative and the Escrow Agent, and the fully-executed PPP Loan Escrow Agreement; (7) evidence in form and substance reasonably satisfactory to Buyer of the termination of all Contracts between any Cobalt the Company, on the one hand, and any Insider, on the other hand, or otherwise relating to an Insider, in each case, set forth on Schedule 2.2(b)(7); (8) evidence of the receipt of all consents, the giving of all notices, and the making of all filings set forth on Schedule 2.2(b)(8), in each case, in form and substance reasonably satisfactory to Buyer; (9) copies evidence of fully-executed releases, terminations and discharges valid releases of any the Liens under the Debt Arrangements, listed on Schedule 2.2(b)(9). in each case, in form and substance reasonably satisfactory to Buyer, to be held in escrow until satisfaction of its obligation to pay or cause to be paid the Debt Payoff Amount; (10) evidence of valid releases (A) the transfer of all of the Liens listed on Schedule 2.2(b)(10membership interests of Real Property Acquisitions, LLC by the Company to DSD and Xxxxx X. Xxxxxxx-Deal (the "Spin-Out") and (B) the winding up and dissolution of Bonefish Air, LLC (the "Dissolution"), in each case, in form and substance reasonably satisfactory to Buyer; and (11) the License Agreement attached to this Agreement as Exhibit 2.2(b)(11), duly executed by the Company and the other parties thereto. (c) The Company will deliver evidence in form and substance reasonably satisfactory to Buyer an electronic copy of the transfer to Seller(s) of those assets listed on Schedule 2.2(c). (d) Malibu Boats, Inc. will issue to Xxxxxxx Xxxxxx St. Clair, Jr. a number of shares of its common stock (the “MBUU Common Stock”) equal to the quotient obtained by dividing (i) the MBUU Share Amount by (ii) the closing price contents of the shares of MBUU Common Stock on the NASDAQ on the trading day immediately preceding the day Data Room as of the press release that is issued in connection with the execution of this Agreement pursuant to Section 6.4Closing.