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 Tenth Amendment to Restated and Amended Purchase Agreement ("Tenth Amendment") between Purchaser and K&B, dated October 6, 2006, the closing of Parcel A has been extended to on or before December 1, 2006. In lieu of the extension fee set forth in the Ninth Amendment, the Purchaser has agreed to deposit in a third party escrow $50,000, which is fully refundable until October 31, 2006. Thereafter, the deposit is refundable to Purchaser only in the event of default by K&B under the Agreement. The escrow deposit is fully applicable to the purchase price of the Parcel A closing. Purchaser also agreed to deposit on or before October 31, 2006, $400,000 in the third party escrow account. This deposit is refundable to Purchaser only in the event of a default by K&B under the Agreement and is fully applicable to the purchase price of the Parcel A closing. All prior payments and deposits made by Purchaser, which total $425,000, will also be applicable to the purchase price at the closing of Parcel A. Under the Tenth Amendment, the closing of Parcel B is extended to the later of August 15, 2007 or 30 days after K&B notifies Purchaser that K&B is no longer occupying Parcel B, but in no event beyond 10 months following the closing of Parcel A.
The closing of the acquisition is 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 Tenth 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: October 10, 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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Tenth Amendment to Restated and Amended Purchase Agreement
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