RECEIVABLE PURCHASE AGREEMENT
This
RECEIVABLE PURCHASE AGREEMENT (this
“Agreement”) is dated as
of July 1, 2010, by and between OTR, an Ohio general partnership, acting as the
duly authorized nominee of the Board of the State Teachers Retirement System of
Ohio (“OTR”) and Clipper
Investors LLC, an Illinois limited liability company (“Buyer”). The
signatories to this Agreement will hereafter be referred to jointly as the “Parties”.
WHEREAS, OTR has entered into
a Agreement with Steel Cloud Inc., a Virginia corporation (“Steel Cloud”) dated as of
June 30, 2010 for the termination of OTR’s Lease (as defined therein), which
gives rise to a payment obligation from Steel Cloud to OTR (“Settlement
Receivable”);
WHEREAS, the Buyer wishes to
purchase the Settlement Receivable, and OTR wishes to sell the Settlement
Receivable; and
WHEREAS, Buyer has agreed to
purchase the Settlement Receivable on the terms set forth herein.
NOW, THEREFORE, in
consideration of the mutual promises and agreements set forth herein, OTR and
the Buyer agree as follows:
1. Purchase of Settlement
Receivable. Buyer hereby purchases from OTR, and OTR hereby
sells, assigns, transfers and delivers to Buyer, all of its right, title and
interest in and to the Settlement Receivable. In consideration of the
sale of the Settlement Receivable to Buyer, Buyer shall pay upon the execution
of this Agreement one hundred-seventy thousand dollars ($170,000) to OTR as the
full purchase price for the Settlement Receivable.
2. Representations and
Warranties. This sale is “as is, where is” without recourse to
OTR and without any representations or warranties. Notwithstanding
the foregoing, OTR represents and warrants to the Buyer that OTR is the owner of
the Settlement Receivable and that the Settlement Receivable has not been
previously sold or assigned.
3. Miscellaneous Terms And
Conditions. This document contains the complete Agreement
between the Parties and shall be binding upon the Parties thereto, their
predecessors, successors, parents, subsidiaries, partners, affiliates, assigns,
agents, directors, officers, employees, and attorneys. Each of the
signatories of this Agreement represents and warrants that he is authorized to
execute this Agreement and to bind the Parties hereto. This Agreement
may be modified only by a written document signed by the Parties. No
waiver of this Agreement or of any of the promises, obligations, terms, or
conditions hereof shall be valid unless it is written and signed by the Party
against whom the waiver is to be enforced. This Agreement may be
executed in identical counterparts, each of which shall constitute an original
and all of which shall constitute one and the same
Agreement. Signatures received via facsimile or pdf electronic
transmission shall be acceptable as originals. If any part or any
provision of this Agreement shall be finally determined to be invalid or
unenforceable under applicable law by a court of competent jurisdiction, that
part or provision shall be ineffective to the extent of such invalidity or
unenforceability only, without in any way affecting the remaining parts of said
provision or the remaining provisions of this Agreement.
4. Consultation With
Counsel. The Parties acknowledge that they have had the
opportunity to consult with legal counsel of their choosing prior to entering
into this Agreement and that they enter this Agreement knowingly and
voluntarily.
5. Notices. Any
notices required under this Agreement shall be served upon the Parties via
telecopier and/or overnight priority mail as follows:
Notices
to OTR:
OTR,
Renaissance Park
000 X.
Xxxxx Xxxxxx
Xxxxxxxx,
Xxxx 00000
Attention:
Real Estate Manager
With a
copy to:
Seyfarth
Xxxx LLP
000 X
Xxxxxx, XX
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxxxxxx X. Xxxxxxx, Esquire
Notices
to Xxxxxxx X. Xxxxxx:
Clipper
Investors LLC
0000
Xxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Xxxxxxx X. Xxxxxx
With a copy to:
Ungaretti
& Xxxxxx LLP
00 Xxxx
Xxxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attention: Xxxxxxx
X. Xxxxx, Esquire
6. Governing
Law. This Agreement shall be governed, in all respects, under
the laws of the Commonwealth of Virginia, without reference to or consideration
of its choice of law rules.
[Signatures
on next page]
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IN WITNESS WHEREOF, we have
hereunto set our hands and seals as of the date above written.
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OTR,
an Ohio general partnership, acting as the duly authorized nominee of the
Board of the State Teachers Retirement System of Ohio
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Clipper
Investors LLC, an Illinois limited liability company
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By:
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/s/ Xxxx Xxxxxxxxx
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name:
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Xxxx Xxxxxxxxx
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Name:
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Xxxxxxx X. Xxxxxx
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Title:
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Authorized Officer
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Title:
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Manager
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