Item 1.02. Termination of a Material Definitive Agreement.
Pursuant to the terms of the asset purchase agreement (the "Asset Purchase
Agreement"), dated February 11, 2020, by and among CSGP Holdings, LLC ("CSGP"),
an indirect wholly owned subsidiary of CoStar Group, Inc. ("CoStar"), RentPath
Holdings, Inc. ("RentPath"), certain direct or indirect wholly owned
subsidiaries of RentPath (together with RentPath, the "Sellers"), and, solely
for the purposes set forth therein, CoStar, allowing CSGP to terminate the Asset
Purchase Agreement if the closing of the transactions contemplated thereby had
not occurred by November 11, 2020, on December 31, 2020, CSGP terminated the
Asset Purchase Agreement.
Sellers notified CoStar and CSGP of their intent to terminate the Asset Purchase
Agreement on December 29, 2020. On January 4, 2021, CoStar and CSGP commenced an
adversary proceeding against Sellers seeking a declaratory judgment that
Sellers' attempted termination of the Asset Purchase Agreement was ineffective
and improper because Sellers were in breach of the Asset Purchase Agreement and
that CSGP is not obligated to pay the "Break Up Fee," as defined in the Asset
Purchase Agreement.
The foregoing description of terms of the Asset Purchase Agreement does not
purport to be complete and is qualified by reference to the Asset Purchase
Agreement, a complete copy of which is attached as Exhibit 10.1 to CoStar's
Current Report on Form 8-K, filed with the Securities and Exchange Commission on
February 12, 2020, and incorporated herein by reference.
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