Section 1.01. Conclusion of a significant definitive agreement.
Pursuant to the terms of the agreement, in consideration for the interest of SNS, the buyer of Kingsway paid the seller an aggregate cash consideration of approximately
The Agreement contains customary representations, warranties and covenants of the Seller and the Shareholders, including, but not limited to, representations and warranties regarding the Seller, the Shareholders and the business, assets, financial statements, transactions, Seller’s material contracts, liabilities, real estate and intellectual property rights. property. The Vendor and the Shareholders will also be subject to customary indemnification obligations relating to breaches or misrepresentations under the Agreement, breach of covenants contained in the Agreement and losses relating to certain designated liabilities prior to closing. and taxes before closing. A portion of the closing price equal to approximately
Buyer of Kingsway has also made customary representations, warranties and covenants, including, but not limited to, representations and warranties regarding Buyer’s authority to enter into the transaction and its ability to pay the fencing. The Kingsway Buyer shall also be subject to customary indemnification obligations relating to breaches or misrepresentations under the Agreement and failure to perform covenants contained in the Agreement.
The closing consideration was funded by a combination of debt financing provided by Signature Bank and cash on hand.
The above description is a summary and does not purport to be complete and is subject, qualified in its entirety by, to the terms of the Agreement which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.
Section 8.01 Other Events.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits. Exhibit Number Description
10.1 Asset Purchase Agreement by and between Purchaser Pegasus LLC, as Purchaser,
104 Cover page interactive data file (integrated in Inline XBRL
* Appendices, schedules and exhibits have been omitted in accordance with Rule SK 601(a)(5). Kingsway agrees to supply a copy of such Schedules, Schedules and Exhibits, or any section thereof, to the
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