GAG Purchase Agreement means that certain Agreement and Plan of Reorganization, dated as of May 14, 2009, as amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3 to the Agreement and Plan of Reorganization, each dated as of May 29, 2009, July 8, 2009 and July 28, 2009, respectively, by and among Alternative Asset Management Acquisition Corp., a Delaware corporation, GAG Inc., and AAMAC Merger Sub, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of GAG Inc., on the one hand, and Great American, the holders of Capital Stock of Great American as of July 28, 2009, and the phantom equity holders of Great American, on the other hand.
The GAG Purchase Agreement has not been amended, waived, supplemented, terminated, or restated since July 28, 2009.
There is no default or breach by any Person party to the GAG Purchase Agreement of any terms, conditions, or provisions of the GAG Purchase Agreement.
All of GAG Inc.'s, Great American's, and any of their respective Affiliates' obligations, including payment of all fees and other amounts, under the GAG Purchase Agreement, and any other document or agreement executed in connection therewith, have been satisfied in full as of the Restatement Date.
There are no defaults or breaches by any party to the GAG Purchase Agreement or any other document executed in connection therewith.
Upon the effectiveness of this Amendment, Lender hereby consents to the change of control in the ownership of Great American to be consummated pursuant to the GAG Purchase Agreement as in effect on the date hereof.