Item 1.01. Entry into a Material Definitive Agreement.
On
The closing of the KPHE Asset Sale Transaction (the "KPHE Closing") is subject
to, among other things, consent by the FCC to the assignment of the FCC
authorizations pertaining to the
The KPHE Asset Purchase Agreement contains customary representations, warranties and covenants made by Sovryn and the Phoenix Seller, including, among other things, the Phoenix Seller's conduct of the business between the date of signing of the KPHE Asset Purchase Agreement and the closing of the transaction.
The KPHE Asset Purchase Agreement contains certain termination rights for both Sovryn and the Phoenix Seller. In connection with the termination of the KPHE Asset Purchase Agreement under specified circumstances, the Phoenix Seller may not be obligated to return the KPHE Escrow Fee.
The KPHE Asset Purchase Agreement (and the foregoing description of the KPHE
Asset Purchase Agreement and the transactions contemplated thereby) has been
included to provide investors and shareholders with information regarding the
terms of the KPHE Asset Purchase Agreement and the transactions contemplated
thereby. It is not intended to provide any other factual information about the
Company or Sovryn. The representations, warranties and covenants contained in
the KPHE Asset Purchase Agreement were made only as of specified dates for the
purposes of the KPHE Asset Purchase Agreement, were solely for the benefit of
the parties to the KPHE Asset Purchase Agreement and may be subject to
qualifications and limitations agreed upon by such parties. In particular, in
reviewing the representations, warranties and covenants contained in the KPHE
Asset Purchase Agreement and discussed in the foregoing description, it is
important to bear in mind that such representations, warranties and covenants
were negotiated with the principal purpose of allocating risk between the
parties, rather than establishing matters as facts. Such representations,
warranties and covenants may also be subject to a contractual standard of
materiality different from those generally applicable to shareholders and
reports and documents filed with the
The foregoing description of the KPHE Asset Purchase Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 2.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 2.1* Asset Purchase Agreement, datedJuly 13, 2021 by and betweenSovryn Holdings, Inc. as Buyer, and Lotus TV ofPhoenix LLC , as Seller.
*Schedules and Exhibits of this exhibit have been omitted pursuant to Rule 601(b)(2) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
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