CMA TERMINATION AGREEMENT
EXECUTION COPY
This Termination Agreement (this “Agreement”), is made, entered into and effective as of October 31, 2014, by and between American International Group, Inc., a corporation organized under the laws of the State of Delaware (“AIG”), and American General Life Insurance Company, a corporation organized under the laws of the State of Texas (the “Company”). The Company and AIG are collectively referred to herein as the “Parties” and each, as a “Party”.
1. CMA Termination. The CMA is hereby terminated in its entirety effective immediately. Further, the Parties mutually agree that termination of the CMA as provided for herein shall be, and is hereby, deemed as a termination made under paragraph 7 of the CMA.
2. Entire Agreement; Successors. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussion, whether oral or written, of the Parties. The agreements herein set forth shall be mutually binding upon and inure to the mutual benefit of the Parties and their respective successors.
3. Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of New York without giving effect to the principles of conflict of laws. If any provision of this Agreement shall be declared null, void or unenforceable in whole or in part by any court, arbitrator or governmental agency, said provision shall survive to the extent it is not so declared and all the other provisions of this Agreement shall remain in full force and effect unless, in each case, such declaration shall serve to deprive either Party of the fundamental benefits of or rights under this Agreement.
4. Headings; Counterparts. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement may be signed by the Parties in one or more counterparts which together shall constitute one and the same agreement among the Parties.
CMA Termination Agreement AGLIC 10-31-14
EXECUTION COPY
AMERICAN INTERNATIONAL GROUP, INC. | ||
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: Xxxxxxx X. Xxxxxxx | ||
Title: Senior Vice President and Chief Corporate Actuary | ||
AMERICAN GENERAL LIFE INSURANCE COMPANY | ||
By: | /s/ Xxxx Xxxx Xxxxxx | |
Name: Xxxx Xxxx Xxxxxx | ||
Title: Executive Vice President & Chief Financial Officer |
CMA Termination Agreement AGLIC 10-31-14