Item 2.01 Completion of Acquisition or Disposition of Assets
On
Boudreaux's will pay
The Note accrues interest at a rate of 6.0% per annum and will be secured by the
acquired assets. The Note mature two years from closing, provided
Each of the parties has made customary representations and warranties and covenants in the Agreement. The closing is subject to certain conditions, including, among others, the accuracy of the representations and warranties of the parties, and compliance by the parties with their respective obligations under Agreement Both parties are obligated, subject to certain limitations, to indemnify the other under the Agreement for certain customary and other specified matters, including breaches of representations and warranties, breaches of covenants and for certain liabilities and third-party claims. The Agreement contemplates the execution of certain ancillary agreements between the parties (or their respective affiliates), including but not limited to a security agreement, guaranty, transition services agreement and temporary concession and management agreement.
The above description of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Agreement, a copy
of which will be attached to the company's quarterly report on Form10Q for the
period ending
Item 3.02. Unregistered Sales of
Pursuant to the Agreement and as described in Item 1.01 above, the company has agreed to issue to the seller the Note. The offer and sale of the foregoing Note is being made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
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