das Management:
Form 8-K for LOCAL CORP
3-Dec-2015
Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
Item 2.01 Completion of Acquisition or Disposition of Assets.
Sale of Substantially All Assets to Media.Net
On December 1, 2015, Local Corporation (the "Registrant") entered into an Asset Purchase Agreement dated December 1, 2015 (the "Agreement") by and between the Registrant and Media.net Advertising FZ-LLC, a limited liability company organized in the Dubai Internet City Free Zone of the United Arab Emirates (the "Buyer"), pursuant to which the Registrant sold substantially all of the assets of the Registrant to Buyer. The Closing Date for the transaction is December 1, 2015. The description of the Agreement contained herein is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1. The consideration for the assets sold is $3,120,000 (the "Purchase Price"), subject to offsets for assumed liabilities and the payment of certain cure costs totaling $455,000 and any subsequent claims against escrow, if any. The Registrant received consideration of $2,808,000 in cash at the closing of the transaction. An additional $312,000 is being held in escrow for a period of six months in the event certain indemnification claims are asserted against the Registrant. The assets sold include the Registrant's O&O Business, Network Business, Krillion assets and nQuery Business.
The Agreement contains representations and warranties of the parties that are customary for a transaction of this type, which generally survive after the closing date. The representations and warranties of the Registrant are qualified by information contained in confidential disclosure schedules that the Registrant provided to Buyer in connection with the execution of the Agreement. The Registrant agreed to defend, indemnify and hold harmless the Buyer from and against certain losses arising out of or resulting from (i) a breach of any representation or warranty made by Registrant in the Agreement, the disclosure letter, or certain of the closing documents, (ii) any breach of any covenant or obligation of Registrant in the Agreement or certain of the closing documents, and (iii) any retained liabilities, as such term is defined in the Agreement, among other things.
The sale of substantially all of the assets of the Registrant pursuant to the Agreement was authorized pursuant to the order of the United States Bankruptcy Court for the Central District of California (the "Bankruptcy Court") on November 19, 2015. Following the closing of the transaction, the Registrant has ceased all operations and has terminated all but one of its employees. The Registrant will now move forward with winding down and dissolving in accordance with applicable law. In light of the Purchase Price paid, there will be no will recovery by the Registrant's stockholders after payment to the Registrant's creditors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Asset Purchase Agreement by and between the Registrant and Media.net Advertising FZ-LLC, dated December 1, 2015.
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