Item 1.01 Entry into a Material Definitive Agreement
Purchase and Sale Agreement
On
Pursuant to the terms and subject to the conditions of the PSA, as of the closing date of the Transaction: (i) the Company is entitled to all cash on hand (net of issued but uncleared checks and drafts) of Carpets, (ii) subject to clause (i), the purchase and sale of Carpets is on an "as-is" basis and Purchaser will acquire all assets and assume all liabilities of Carpets, and (iii) all inter-company obligations between the Company and Carpets will be considered as paid as a result of the consummation of the Transaction. The Company disclaims all representations and warranties about Carpets, except as set forth in the PSA. The PSA also includes full and final releases by the Purchaser and Carpets to indemnify and release the Company and its representatives following the closing of the Transaction from any and all claims, counterclaims, actions, causes of action, suits, arbitrations, proceedings, and any other liabilities of any kind or nature whatsoever arising out of, relating to, against, or in any way connected with related to Carpets.
The PSA further provides for (i) an earnest money deposit of
The foregoing description of the PSA is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the PSA, a copy of which is filed as Exhibit 10.1 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 10.1 Purchase and Sale Agreement, dated as ofJanuary 23, 2021 , by and amongALJ Regional Holdings, Inc. ,Superior Interior Finishes, LLC andFloors-N-More, LLC .
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