Item 1.01. Entry into a Material Definitive Agreement.
The purchase price payable to the Sellers in the acquisition consists of (i)
The foregoing description of the terms of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
Item 9.01. Financial Statements and Exhibits.
The Purchase Agreement included as an exhibit to this Current Report on Form 8-K is included to provide information regarding its terms and conditions relating to the acquisition and is not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the Purchase Agreement. The Purchase Agreement contains representations and warranties by each of the parties to the Purchase Agreement that have been made solely for the benefit of the other parties to the Purchase Agreement and:
? should not in all instances be treated as categorical statements of fact, but
rather as a way of allocating the risk to one of the parties if those
statements prove to be inaccurate;
? have been qualified by disclosures that were made to the other party in
connection with the negotiation of the Purchase Agreement, which disclosures
are not necessarily reflected in the Purchase Agreement;
? may apply standards of materiality in a way that is different from what may be
otherwise viewed as material; and
? were made only as of the date of the Purchase Agreement or such other date or
dates as may be specified in the Purchase Agreement and are subject to more
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
2.1 Stock Purchase Agreement, dated
August 13, 2014, among Steven Madden, Ltd., Dolce Vita Holdings, Inc., Evangelos C. Lamprouand Manuel N. Lucio 99.1 Press Release dated August 14, 2014issued by Steven Madden, Ltd.