Item 1.01. Entry into a Material Definitive Agreement. ___
KVVV Acquisition
On
The closing of the KVVV Asset Sale Transaction (the "KVVV Closing") is subject
to, among other things, consent by the
The KVVV Asset Purchase Agreement contains customary representations, warranties and covenants made by Sovryn and the Houston Seller, including, among other things, the Houston Seller's conduct of the business between the date of signing of the KVVV Asset Purchase Agreement and the closing of the transaction.
The KVVV Asset Purchase Agreement contains certain termination rights for both Sovryn and the Houston Seller. In connection with the termination of the KVVV Asset Purchase Agreement under specified circumstances, the Houston Seller may not be obligated to return the KVVV Escrow Fee.
The KVVV Asset Purchase Agreement (and the foregoing description of the KVVV
Asset Purchase Agreement and the transactions contemplated thereby) has been
included to provide investors and shareholders with information regarding the
terms of the KVVV 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 KVVV Asset Purchase Agreement were made only as of specified dates for the
purposes of the KVVV Asset Purchase Agreement, were solely for the benefit of
the parties to the KVVV 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 KVVV
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 KVVV 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 10.1.
KMYU Acquisition
On
The closing of the KYMU Asset Sale Transaction (the "KMYU Closing") is subject
to, among other things, consent by the
The KYMU Asset Purchase Agreement contains customary representations, warranties and covenants made by Sovryn and the Seattle Seller, including, among other things, the Seattle Seller's conduct of the business between the date of signing of the KYMU Asset Purchase Agreement and the closing of the transaction.
The KYMU Asset Purchase Agreement contains certain termination rights for both Sovryn and the Seattle Seller In connection with the termination of the KYMU Asset Purchase Agreement under specified circumstances, Seattle Seller may not be obligated to return the Seattle Escrow Fee.
The KYMU Asset Purchase Agreement (and the foregoing description of the KYMU
Asset Purchase Agreement and the transactions contemplated thereby) has been
included to provide investors and shareholders with information regarding the
terms of the KYMU 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 KYMU Asset Purchase Agreement were made only as of specified dates for the
purposes of the KYMU Asset Purchase Agreement, were solely for the benefit of
the parties to the KYMU 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 KYMU
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 KYMU 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 agreements, a copy of which is attached hereto as Exhibit 10.2.
Item 2.01. Completion of Acquisition or Disposition of Assets
Information concerning the closing of Sovryn's closing of the KVVV acquisition set forth in Item 1.01 above is hereby incorporated into this Item 2.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Company has determined that the KVVV Asset Sale Transaction does not constitute the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and unaudited combined pro forma financial statements are not required under Regulation S-X.
(b) Pro Forma Financial Information.
The Company has determined that the KVVV Asset Sale Transaction does not constitute the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and unaudited combined pro forma financial statements are not required under Regulation S-X
(d) Exhibits. Exhibit No. Description of Exhibit 2.1* Asset Purchase Agreement, datedMarch 14, 2021 by and betweenSovryn Holdings, Inc. as Buyer, andAbraham Telecasting Company LLC , as Seller. 2.2* Asset Purchase Agreement, datedMarch 29, 2021 by and betweenSovryn Holdings, Inc. as Buyer, andSeattle 6Broadcasting Company 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.
© Edgar Online, source