1)
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Purchase, Transfer and Assignment of the VMTP Assets. In consideration of the Purchaser's promise to pay the entirety of the Purchase Price to the Transferor, the Transferor hereby absolutely, irrevocably and unconditionally sells, assigns, conveys, and transfers to the Purchaser all of the VMTP Assets and the Purchaser hereby agrees to purchase the VMTP Assets and accept such assignment.
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2)
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Closing and Transfer Procedures. Settlement of the purchase shall occur on December 3, 2018, on which date, (a) the Purchaser shall pay to the Transferor the Purchase Price using such account information as designated by the Transferor for such purpose and (b) the Purchaser is authorized by the Transferor to and shall deliver to the Issuer, with copy to the Transferor, a completed transfer certificate in the form of the transfer certificate attached as an exhibit to the Purchase Agreement.
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3)
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Additional Documents and Undertakings. The Transferor and Purchaser each agree to take such further action and to execute and deliver, or cause to be executed and delivered, any and all other documents which are, in the opinion of the Transferor or Purchaser, necessary to carry out the sale, transfer and assignment effected by this Agreement.
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4)
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Mutual Representations and Warranties. Each party hereto represents to the other party hereto that this Agreement constitutes a valid and legally binding obligation of such party, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
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5)
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Amendments. No provision hereof may be waived or modified other than by an instrument in writing signed by the parties hereto.
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6)
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Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
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7)
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Governing Law, Submission to Jurisdiction.
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This Agreement shall be construed in accordance with and governed by the domestic law of the State of New York without regard to conflict of laws principles that would require the application of the law of another jurisdiction.
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THE PARTIES HERETO HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY.
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8)
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Entire Agreement. This Agreement and the instruments referenced herein contain the entire understanding of the Parties with respect to the matters covered herein and therein.
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9)
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Effective Date and Counterpart Signature. This Agreement shall be effective as of the date first written above. This Agreement, and acceptance of same, may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Confirmation of execution by fax transmission or email of a facsimile signature page shall be binding upon that party so confirming.
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