Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Agreement, the parties have made customary representations and warranties and agreed to various customary covenants, including, among others, covenants to conduct the Business in the ordinary course between the execution of the Agreement and the consummation of the Transaction, as well as a covenant by the Company not to compete with the Business for a period of five years following the consummation of the Transaction, subject to certain exceptions. Pursuant to the Agreement, the Company has agreed to indemnify the Purchaser for, among other things, certain losses arising from pre-closing environmental matters relating to the manufacturing facilities and owned real property. The parties also agreed to certain mutual indemnification provisions for breaches of the representations and warranties or covenants.
The consummation of the Transaction is subject to receipt of regulatory approvals and other customary closing conditions. Either party will be permitted to terminate the Purchase Agreement if the closing has not occurred within 120 days of the closing.
The above description of the Agreement has been included to provide investors with information regarding its terms. The Agreement contains representations and warranties made by and to the parties thereto as of specific dates. The statements embodied in those representations and warranties were made for the purpose of allocating risk between the parties rather than establishing matters as facts and are subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Agreement. In addition, certain representations and warranties were made as of a specified date and may be subject to a contractual standard of materiality different from those generally applicable to investors.
Item 7.01. Regulation FD Disclosure.
On
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Some of the information presented in this Current Report on Form 8-K, including,
without limitation, information related to the Transaction, plans and
anticipated benefits in relation to the Transaction, the targeted close date for
the Transaction and all other information relating to matters that are not
historical facts may constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from the views expressed herein. Factors that could cause
actual results to differ materially from the outlook expressed or implied in any
forward-looking statement include, without limitation: changes in economic and
business conditions; changes in priorities, financial and operating performance
of
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Exhibit P ress R elease, dated February 25 , 2021, issued by the 99.1 Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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