Partnership all right, title and interest in and to its Exchanged Securities, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, Liens), together with any certificates duly endorsed or accompanied by any stock powers duly endorsed in blank, or other documents of conveyance or transfer that the Partnership may deem necessary or desirable to transfer to and confirm in the Partnership all right, title and interest in and to the Exchanged Securities, free and clear of any Liens, and (b) the Partnership shall deliver to OTA the Series A Preferred Units in book-entry form in the name of OTA with the transfer agent named below. The transfer of the Exchanged Securities shall be effected in accordance with the instructions to be provided by the Partnership to Equiniti Trust Company (an affiliate of Equiniti Group plc), d/b/a EQ Shareowner Services, the transfer agent for the Series A Preferred Units.
Section 1.3 Termination. This Agreement may be terminated at any time prior to the Closing with the mutual written consent of the Partnership and OTA.
COVENANTS, REPRESENTATIONS AND WARRANTIES OF OTA
OTA hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Partnership, and all such covenants, representations and warranties shall survive the Closing.
Section 2.1 Existence. OTA is duly organized and validly existing and in good standing under the laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.
Section 2.2 Authorization; Enforceability. OTA has all requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement. The execution, delivery and performance of this Agreement by OTA and the consummation by it of the Transactions have been duly and validly authorized by all necessary legal action, and no further consent or authorization of OTA is required. This Agreement has been duly executed and delivered by OTA and constitutes a legal, valid and binding obligation of OTA; provided that, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).
Section 2.3 No Breach. The execution, delivery and performance of this Agreement by OTA and the consummation of the Transactions by OTA will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which OTA is a party or by which OTA is bound or to which any of the property or assets of OTA is subject, (b) conflict with or result in any violation of the provisions of the organizational documents of OTA, or (c) violate any law of any governmental authority or body having jurisdiction over OTA or the property or assets of OTA, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by this Agreement.