ASSET PURCHASE AGREEMENT dated as of July 8, 2005 by and among GAIAM, INC., GT BRANDS LLC, GT MERCHANDISING & LICENSING LLC, GYM TIME, LLC, BSBP PRODUCTIONS LLC AND GOODTIMES ENTERTAINMENT LLC EXHIBITSAsset Purchase Agreement • July 13th, 2005 • Gaiam Inc • Services-motion picture & video tape production • New York
This ASSET PURCHASE AGREEMENT dated as of July 8, 2005 is made and entered into by and among Gaiam, Inc., a Colorado corporation (“Purchaser”), GT Brands LLC, a Delaware limited liability company (“GT”), GT Merchandising & Licensing LLC, a Delaware limited liability company (“GT Merchandising”), Gym Time, LLC, a South Carolina limited liability company (“Gym Time”), BSBP Productions LLC, a Delaware limited liability company (“BSBP”), and GoodTimes Entertainment LLC, a Delaware limited liability company (“GoodTimes LLC” and, collectively with GT, GT Merchandising, Gym Time and BSBP, “Sellers”). Capitalized terms not otherwise defined herein have the meanings set forth in Section 11.01. WHEREAS, Sellers are primarily engaged in the multimedia consumer products marketing business, including, (i) an independent home video entertainment business that acquires and distributes video and other products through a retail distribution network, (ii) the business of marketing video and consumer pro
