DE
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13-2566064
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Information to be included in the report
Pursuant to a Sixth Amendment to Restated and Amended Purchase Agreement between Purchaser and K&B, dated April 21, 2006, the closing of Parcel A has been extended until May 15, 2006 . K&B waived the extension fee set forth in the Fifth Amendment.
Purchaser may further extend the closing of Parcel A until on or before June 12, 2006, by delivering to K&B a nonrefundable, but fully applicable to the purchase price, payment of Two Hundred Thousand Dollars ($200,000.00) on or before May 12, 2006.
The closing of the acquisition is still subject to various customary closing conditions. Additionally, closing is subject to certain special conditions such as the negotiation of a definitive agreement setting forth K&B's post-closing possessory rights.
The description set forth herein of the terms and conditions of the Sixth Amendment is qualified in its entirety by reference to the full text of such agreement, which is filed with this report as Exhibit 10.1 and incorporated by reference into this Item 1.01.
This report contains statements about the future, sometimes referred to as "forward--looking" statements. Forward-looking statements are typically identified by the use of the words "believe," "may," "should," "expect," "anticipate," "estimate," "project," "propose,""plan," "intend" and similar words and expressions. Forward--looking statements are not guarantees of completion of proposed transactions, availability of tax-free treatment, or similar matters. Forward--looking statements are subject to risks and uncertainties outside CECO's control. Actual events or results may differ materially from the forward-looking statements. For a discussion of additional contingencies and uncertainties to which information respecting future events is subject, see CECO's other SEC reports.
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CECO ENVIRONMENTAL CORP
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Date: April 21, 2006
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By:
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/s/ Dennis W. Blazer
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Dennis W. Blazer
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Chief Financial Officer and Vice President--Finance and Administration
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Exhibit No.
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Description
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EX-10.1
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6th Amendment
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SIXTH AMENDMENT TO
RESTATED AND AMENDED PURCHASE AGREEMENT
This Sixth Amendment and Assignment to Restated and Amended Purchase Agreement ("Sixth Amendment") is effective as of the 21st of April, 2006, between MILLWORKS TOWN CENTER, LLC, an Ohio limited liability company ("Purchaser"), and THE KIRK & BLUM MANUFACTURING COMPANY, an Ohio corporation ("Seller").
WITNESSETH:
WHEREAS, Seller and Trademark Property Company entered into that certain Restated and Amended Purchase Agreement dated June 20, 2005, as amended by that certain First Amendment to Restated and Amended Purchase Agreement dated July 15, 2005 and the Second Amendment to Restated and Amended Purchase Agreement dated September 14, 2005; Seller, Trademark Property Company and Purchaser entered into the Third Amendment and Assignment to Restated and Amended Purchase Agreement dated October 20, 2005; Seller and Purchaser entered into the Fourth Amendment to Restated and Amended Purchase Agreement dated December 29, 2005; and Seller and Purchaser entered into the Fifth Amendment to Restated and Amended Purchase Agreement dated March 1, 2006 (as amended, the "Agreement"), covering the sale of two (2) separate parcels of land, as more particularly described therein (unless otherwise defined herein, all defined terms in this Sixth Amendment will have the same meaning as in the Agreement); and
WHEREAS, Purchaser and Seller have previously agreed that the Closing of Parcel A was extended to occur on or before April 24, 2006;
NOW, THEREFORE, for good and valuable consideration -- which the parties acknowledge receiving -- Seller and Purchaser hereby agree as follows:
Except as specifically modified by the terms of this Sixth Amendment, all of the terms and provisions of the Agreement shall remain in full force and effect and unmodified and are hereby ratified by the parties.
This Agreement may be executed in any number of counterparts, each of which will be an original, and all of which -- when taken together -- will constitute one (1) document. Facsimile signatures will be treated as original signatures for all purposes hereunder.
(signature blocks on following page)
EFFECTIVE as of the day and year first above written.
PURCHASER: MILLWORKS TOWN CENTER, LLC,
an Ohio limited liability company
By: /s/Kent Arnold
Name: /s/ Kent Arnold
Its:
/s/Managing Member
SELLER: THE KIRK & BLUM MANUFACTURING COMPANY,
an Ohio corporation
By: /s/Dennis W. Blazer
Name: /s/ Dennis W. Blazer
Its: /s/Treasurer and Secretary