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LOCM > SEC Filings for LOCM > Form 8-K on 19-Oct-2012All Recent SEC Filings

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Form 8-K for LOCAL CORP


19-Oct-2012

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement.

On October 19, 2012, Local Corporation (the "Registrant") issued a press release announcing that it had completed its divestiture of its Rovion technology platform to Rovion, LLC (the "Buyer"), a subsidiary of Point Roll, Inc. ("Point Roll") in accordance with the terms of that certain Asset Purchase Agreement dated October 19, 2012 (the "Agreement") by and among the Registrant, Buyer and Point Roll. A copy of the press release is attached hereto as Exhibit 99.1. 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. Total consideration for the assets sold is $3.9 million, subject to balance sheet adjustments and subsequent claims against escrow, if any. The Registrant received consideration of $3,510,000 in cash at the closing of the transaction. An additional $390,000 is being held in escrow for a period of eighteen months in the event certain indemnification claims or final balance sheet adjustments are asserted against the Registrant. The assets sold include a self-service, rich media advertising platform and related toolset. Additionally the Buyer will be assuming certain assets and liabilities related to the assets sold, including accounts receivable, certain personnel and lease obligations related to the Rovion 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 and Point Roll 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, (iii) any litigation or third party claims relating to the operation of the business on or prior to the closing date of the transaction, and (iv) any retained liabilities, as such term is defined in the Agreement.



Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1    Asset Purchase Agreement by and among the Registrant, Rovion, LLC
                and Point Roll, Inc., dated October 19, 2012.

Exhibit 99.1    Press Release of Local Corporation dated October 19, 2012.


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