Print Page     Close Window     

SEC Filings

COSI INC filed this Form 8-K on 12/28/2016
Entire Document

5.          Section 2.05(a)(iv) of the Purchase Agreement is revised to replace “$4,400,000” with “$4,650,000”.

6.          Section 2.05(b) of the Purchase Agreement is restated in its entirety as follows:

“(b)      On or before the Transfer Date, Purchaser shall pay, via wire transfer of immediately available funds to the accounts set forth on Schedule 1 to the Operating Agreement, an amount equal to $4,550,000  (the “Cash Payment”).  The Cash Payment shall be held by the Sellers in segregated accounts (including a separate account to be available exclusively for cure costs) as security for Purchaser’s obligations hereunder and shall not be subject to any claims, liens or interests whatsoever.  The Cash Payment, unless otherwise agreed to by the parties, shall be used solely to satisfy the obligation of Purchaser to pay the cash component of the Purchase Price pursuant to this Section 2.05 and Section 2.10(b), as adjusted pursuant to Section 2.05(a) and Article IX.A or, if Purchaser delivers the Chapter 11 Notice, in connection with Purchaser’s payment obligations under the Plan, and shall only be disbursed to the full control of the Sellers upon the earlier of (i) the Closing, (ii) the effective date of the Plan, (iii) the further order of the Bankruptcy Court or (iv) or as otherwise set forth in the Operating Agreement.

7.          Section 2.12 of the Purchase Agreement is restated in its entirety as follows:

“Section 2.12  Bankruptcy Auction Results.  The Parties acknowledge that in accordance with the Bidding Procedures Order (i) this Agreement was subject prior to 5:00 PM (EST) on November 28, 2016 to higher and better offers (the “Bid Deadline”) and a possible auction if other bids were received, (ii) except for the bid incorporated in this Agreement, no bids were received prior to the Bid Deadline, (iii) as contemplated by the Bidding Procedures Order, on November 29, 2016, the Purchaser was declared the Winning Bidder (as defined in the Bidding Procedures), (iv) the provisions of this Agreement are binding on the Sellers and the Purchaser and may not be terminated except in accordance with Section 8.01 (as amended by the Fourth Amendment), and (v) the Sellers and the Purchaser shall use commercially reasonable efforts to effect the Closing in accordance with the provisions hereof.”

8.          Article III of the Purchase Agreement is amended to restate the lead-in paragraph as follows:

“Each of the Sellers hereby jointly and severally represents and warrants to the Purchaser, as of the date hereof and as of the Transfer Date (except for representations and warranties that are made as of a specific date, which are made only as of such date), as follows:”

9.          Section 3.10(f) of the Purchase Agreement is amended to replace “No” in the first sentence with “Except as set forth in Section 3.10(f) of the Sellers’ Disclosure Schedule, no”.

10.        Section 5.03 of the Purchase Agreement is amended to replace the first three instances of “Closing” or “Closing Date”, as applicable, with “Transfer Date”.

11.        A new Section 5.18 is added to the Purchase Agreement reading as follows:

© All rights reserved.