Item 2.01. Completion of Acquisition or Disposition of Assets.
On
The Acquisition, combined with the previously-announced acquisition by the
Company in
The Purchase Agreement contains customary representations and warranties of each
party and certain covenants made by each party. The representations and
warranties by the Seller survive closing for 12 months, except that certain
fundamental representations survive for the latter of (i) five years, or (ii) 60
days after the expiration of the applicable statute of limitations. The
Seller's indemnification obligations for breaches of non-fundamental
representations are capped at
The representations, warranties and covenants included in the Purchase Agreement were made solely for purposes of the agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase Agreement, including exceptions set forth on confidential disclosure schedules. Accordingly, the Company's shareholders should not rely on such representations, warranties and covenants as characterizations of the actual state of related facts or circumstances, and should bear in mind that such representations, warranties and covenants were made solely for the benefit of the parties to the Purchase Agreement, were negotiated for purposes of allocating contractual risk among such parties and may be subject to contractual standards of materiality that differ from those generally applicable to shareholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date hereof and any such subsequent information may not be fully reflected in the Company's public disclosures.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by this Item will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits
2.1 Membership Interests Purchase Agreement, dated as of
and among the Company and
liability company, and
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