Walgreens 2014 Annual Report Download - page 108

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other parties to the agreements. The agreements may contain representations and warranties by each of
the parties to the applicable agreement that were made solely for the benefit of the other parties to the
applicable 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;
• may have been qualified by disclosures that were made to the other party in connection with the
negotiation of the applicable agreement, which disclosures are not necessarily reflected in the
agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material
to you or other investors; and
• were made only as of the date of the applicable agreement or such other date or dates as may be
specified in the agreement and are subject to more recent developments.
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.
(b) Exhibits
Exhibit No. Description SEC Document Reference
2.1* Purchase and Option Agreement by and among
Walgreen Co., Alliance Boots GmbH and AB
Acquisitions Holdings Limited dated June 18,
2012 and related annexes.
Incorporated by reference to Exhibit 2.1 to
Walgreen Co.’s Current Report on Form 8-K
(File No. 1-00604) filed with the SEC on
June 19, 2012.
2.2* Amendment No. 1, dated August 5, 2014, to the
Purchase and Option Agreement and Walgreen
Co. Shareholders Agreement, by and among
Walgreen Co., Alliance Boots GmbH, AB
Acquisitions Holdings Limited, Walgreen
Scotland Investments LP, KKR Sprint
(European II) Limited, KKR Sprint (2006)
Limited and KKR Sprint (KPE) Limited,
Alliance Santé Participations S.A., Stefano
Pessina and Kohlberg Kravis Roberts & Co.
L.P.
Incorporated by reference to Exhibit 2.1 to
Walgreen Co.’s Current Report on Form 8-K
(File No. 1-00604) filed with the SEC on
August 6, 2014.
2.3 Agreement and Plan of Merger, dated October
17, 2014, by and among Walgreen Co.,
Walgreens Boots Alliance, Inc. and Ontario
Merger Sub, Inc.
Previously filed with the Original Form 10-K
on October 20, 2014.
3.1 Amended and Restated Articles of
Incorporation of Walgreen Co.
Incorporated by reference to Exhibit 3.1 to
Walgreen Co.’s Current Report on Form 8-K
(File No. 1-00604) filed with the SEC on
January 19, 2011.
3.2 Amended and Restated By-Laws of Walgreen
Co., as amended effective as of August 2, 2012.
Incorporated by reference to Exhibit 3.1 to
Walgreen Co.’s Current Report on Form 8-K
(File No. 1-00604) filed with the SEC on
August 6, 2012.
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