Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Pursuant to the Acquisition, the Company effectively purchased (i) 100% of the
stock of NCTIC, a
The foregoing description of the Purchase Agreement and Acquisition is qualified
in its entirety by the full text of the Purchase Agreement, which was filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed on
The representations, warranties and covenants included in the Purchase Agreement were made solely for purposes of the agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase Agreement, including exceptions set forth on confidential disclosure schedules. Accordingly, the Company's shareholders should not rely on such representations, warranties and covenants as characterizations of the actual state of related facts or circumstances, and should bear in mind that such representations, warranties and covenants were made solely for the benefit of the parties to the Purchase Agreement, were negotiated for purposes of allocating contractual risk among such parties and may be subject to contractual standards of materiality that differ from those generally applicable to shareholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date hereof and any such subsequent information may not be fully reflected in the Company's public disclosures.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by this Item will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits
2.1 Equity Purchase Agreement, dated as of
Company by and amongNational Consumer Title Insurance Company , aFlorida corporation,National Consumer Title Group LLC , aFlorida limited liability company,Southern Fidelity Insurance Company , aFlorida corporation,Southern Fidelity Managing Agency, LLC , aFlorida limited liability company, andPreferred Managing Agency, LLC , aFlorida limited liability company (incorporated by reference to Exhibit 10.1 of that Current Report on Form 8-K of the Company filedApril 26, 2021 with theSecurities and Exchange Commission (Commission File No. 0-14938).
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