Item 1.01 Entry Into Material Definitive Agreement.
On
Pursuant to the terms of the Purchase Agreement, the Buyer will pay a purchase
price of
The Purchase Agreement contains customary representations, warranties and
covenants, including, among others, covenants requiring Sellers to conduct their
business in the ordinary course in the period between execution of the Purchase
Agreement and the closing of the Transaction. The Purchase Agreement also
contains a covenant not to compete whereby, for a period of eighteen (18) months
following the closing, the Sellers will not, directly or indirectly, engage in,
own, acquire, lease, or operate any product distribution business within the
states of
The Purchase Agreement contains customary indemnification provisions pursuant to which the parties agree to indemnify each other for certain matters, including, among other things, breaches of certain representations, warranties and covenants in connection with the Transaction. The Purchase Agreement also contains customary termination rights of the parties.
There is no assurance that the conditions to the closing of the Transaction will be satisfied, or that the Transaction will be completed.
Item 7.01 Regulation FD Disclosure.
On
The information included in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedSeptember 9, 2022 . Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
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