Item 1.01 Entry into a Material Definitive Agreement.
On
At the closing of this transaction ("Closing Date") the Buyer will pay 90% of the Purchase Price in cash, subject to certain closing adjustments. The remainder of the Purchase Price will be paid in cash upon the first anniversary of the Closing Date subject to FBO GCK's and the Company's compliance with the Non-Compete. Also on the Closing Date, certain leasehold interests held by FBO GCK at the Airport will be terminated and new leases will be entered into by the Buyer.
Closing of this transaction is contingent upon the Buyer receiving the consent
of the city of
The Agreement contains customary representations and warranties, covenants, agreements and indemnification obligations of FBO GCK and the Buyer. The foregoing summary 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 is filed as an exhibit to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1* FBO Transfer Agreement betweenFBO Air-Garden City Inc. andCrosby Flying Services, LLC datedSeptember 27, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.The Company will furnish a copy of any omitted schedule or similar attachment to the Securities andExchange Commission upon request.
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