Gaiam-FFL APA definition
Examples of Gaiam-FFL APA in a sentence
Seller shall not, without the prior written consent of Purchaser (which consent may be withheld in its reasonable discretion), terminate, amend, modify or supplement the Gaiam-FFL APA in any material respect.
Other than this Agreement, the Gaiam-FFL APA, and the Collateral Agreements to which the Company is a party, the Company is not a party to any contract or agreement other than the Contribution Agreement and the Brand Contracts (as defined in the Contribution Agreement).
The Debt Financing is sufficient to pay the Purchase Price (as defined in the Gaiam-FFL APA), all other amounts to be paid or repaid by Assignee under this Agreement and the Gaiam-FFL APA (whether payable on or after the closing of the transactions contemplated hereby or thereby), and all of Assignee’s and its Affiliates’ fees and expenses associated with the transactions contemplated in this Agreement and the Gaiam-FFL APA in accordance with the terms hereof and thereof.
As of the Closing Date, Assignee will have sufficient funds to consummate the transactions contemplated hereby and the Gaiam-FFL APA, to perform its obligations hereunder and thereunder (including all payments to be made by Assignee in connection herewith and therewith) and to pay all expenses of Assignee related to this Agreement and the Gaiam-FFL APA and the transactions contemplated hereby and thereby.
As of the date hereof, Assignee has no reason to believe that any of the conditions to the Debt Financing will not be satisfied on a timely basis or that the funding contemplated in the Debt Financing will not be made available to Assignee on a timely basis in order to consummate the transactions contemplated by this Agreement and the Gaiam-FFL APA.
At the closing, Assignor shall reimburse Assignee for its reasonable and documented legal costs and expenses in connection with the negotiation, execution and delivery of this Agreement and the Gaiam-FFL APA in an aggregate amount not to exceed $150,000.
Assignee shall not, without the prior written consent of Assignor (which consent may be withheld in its sole discretion), terminate, amend, modify or supplement the Gaiam-FFL APA in any respect or waive any provision thereof.
Assignee shall comply with its obligations under the Gaiam-FFL APA.