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LOCM > SEC Filings for LOCM > Form 8-K on 23-Jul-2013All Recent SEC Filings

Show all filings for LOCAL CORP

Form 8-K for LOCAL CORP


Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

Spreebird Disposition

On July 22, 2013, Local Corporation (the "Registrant") entered into an Asset Purchase Agreement dated July 22, 2013 (the "Agreement") by and among the Registrant, the Registrant's wholly-owned subsidiary, Screamin Media Group, Inc. and nCrowd, Inc. (the "Buyer"), pursuant to which the Registrant will sell substantially all of the assets of its Spreebird business to Buyer. The Closing Date for the transaction will be a date set by the Registrant and Buyer following the satisfaction of all closing conditions. 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 minimum consideration for the assets to be sold is $209,950 (the "Minimum Purchase Price"), subject to offsets for assumed liabilities. Additionally, the Registrant will have the potential to earn additional consideration dependent upon the performance of the assets following the sale. The assets to be sold include the domain and website, all Spreebird subscribers, the Spreebird trademark, and all Spreebird deal of the day software, including an administration user interface, a reporting function, an email create application, and a customer service user interface. The sale of these assets is being undertaken in connection with the Registrant's exit from the direct SMB sales market, as announced at the beginning of 2013.

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 will 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, including taxes, third party claims arising out of the Registrant's operation of the Spreebird business before the closing and any employment related claims.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 Asset Purchase Agreement by and among the Registrant, Screamin Media Group, Inc. and nCrowd, Inc., dated July 22, 2013.

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