GAIA » Topics » Item 2.01 - Completion of Acquisition or Disposition of Assets.

This excerpt taken from the GAIA 8-K filed Sep 19, 2005.

Item 2.01 – Completion of Acquisition or Disposition of Assets.

 

On September 13, 2005 we acquired, through subsidiaries, substantially all of the assets of GoodTimes Entertainment and certain of its affiliates.  GoodTimes Entertainment’s assets included entertainment programming and home video products distributed through various channels, including television, theaters, retailers and the Internet. GoodTimes Entertainment’s library contained wellness franchises, children classics and numerous theatrical releases.

 

The purchase price for the assets was $35 million in cash plus the assumption of certain liabilities, as adjusted pursuant to the asset purchase agreement relating to the acquisition dated as of July 8, 2005, as amended September 8, 2005.

 

The foregoing summary of the transaction is qualified in its entirety by reference to the text of the asset purchase agreement, attached as an exhibit to Gaiam’s current report on Form 8-K dated July 13, 2005, and the amendment to such agreement, attached as Exhibit 10.1.

 

The asset purchase agreement and related amendment have been included to provide you with information regarding the terms of the transaction.  It is not intended to provide any other factual information about Gaiam or GoodTimes Entertainment. Information concerning Gaiam can be found in the other public filings we make with the Securities and Exchange Commission, which are available without charge at www.sec.gov.

 

The asset purchase agreement and related amendment contain representations and warranties Gaiam and GoodTimes Entertainment made to each other. The statements in those representations and warranties are qualified by information in confidential disclosure schedules that we exchanged in connection with signing the agreements. While we do not believe that the schedules contain information securities laws require us to publicly disclose other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the asset purchase agreement and the related amendment. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, since they are modified in important part by the underlying disclosure schedules. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the agreement, which subsequent information may or may not be fully reflected in our public disclosures.

 

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