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 Twelfth Amendment to Restated and Amended Purchase Agreement ("Twelfth Amendment") between Purchaser and K&B, dated December 21, 2006, the closing of Parcel A has been extended to on or before March 30, 2007. The date that the $50,000 deposit, which was placed in a third party escrow, is no longer fully refundable has been extended from December 11, 2006 to March 15, 2007. 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. The date on which the Purchaser has agreed to deposit $400,000 in the third party escrow account has been extended from December 11, 2006 to March 15, 2007. 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. Under the Twelfth Amendment, the closing of Parcel B is extended to the later of December 12, 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 Twelfth 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: December 22, 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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Twelfth Amendment
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