MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among AMERICAN INTERNATIONAL GROUP, INC. as Seller, FORTITUDE GROUP HOLDINGS, LLC as the Company, CARLYLE FRL, L.P. and T&D UNITED CAPITAL CO., LTD. as the Purchasers, THE CARLYLE GROUP L.P., solely with...Membership Interest Purchase Agreement • November 25th, 2019 • American International Group Inc • Fire, marine & casualty insurance • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of November 25, 2019, by and among American International Group, Inc., a Delaware corporation (“Seller”), Fortitude Group Holdings, LLC, a Delaware limited liability company (the “Company”), T&D United Capital Co., Ltd., a Japanese stock company (“T&D”), Carlyle FRL, L.P., a Cayman Islands exempted limited partnership (“Carlyle Buyer”, and each of Carlyle Buyer and T&D a “Purchaser”, and together the “Purchasers”), The Carlyle Group L.P., a Delaware limited partnership (together with any successor thereof, “Carlyle Holdings”), solely with respect to Sections 4.05, 5.20 and 7.02 and Article X, and T&D Holdings, Inc., a Japanese stock company (“T&D Holdings”), solely with respect to Article IX and Article X.
