Notice of Material Developments Each Party shall give prompt written notice to the other Parties of: (a) any material variances in any of its representations or warranties contained in Articles 2 or 3 above, as the case may be (the Disclosure Schedule); (b) any breach of any covenant or agreement hereunder by such Party; and (c) any other material development which adversely affects the ability of such Party to consummate the transactions contemplated by this Agreement.
Investment Analysis and Commentary The Subadviser will provide quarterly performance analysis and market commentary (the “Investment Report”) during the term of this Agreement. The Investment Reports are due within 10 days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Subadviser; provided however, that any such interim Investment Report will be due within 10 days of the end of the month in which such agreement is reached between the Adviser and Subadviser. The subject of each Investment Report shall be mutually agreed upon. The Adviser is freely able to publicly distribute the Investment Report.
Overview Oxxx Xxxxxx played quarterback for the Cleveland Browns, and is considered one of the most dominant players of the NFL’s early years. He led the Browns to the championship game every season from 1946 to 1955, winning 7 times. He was also a 3-time league MVP. · He was selected All-League in 9 of his 10 seasons. Career highlights include throwing for 4 touchdowns in the 1950 title win, as well as 3 passing and 3 running touchdowns in the 1954 title game. · He would later coach Coast Guard for 9 seasons, over 2 separate stints. He was elected to the Pro Football Hall of Fame in 1965 Asset Description Overview and authentication: · PSA Card Facts states, “This important rookie card is one of the keys to the 1950 Bxxxxx set...This card is subject to the typical condition obstacles of the issue, including staining along the reverse that tends to penetrate the cardboard and downgrade the card...This popular issue is recognized as the first full-color, nationally distributed set of the post-World War II era.” · Graded a 9 by PSA, this card is one of 9 to receive that grade with NONE graded higher out of 720 total submissions to PSA. · PSA 9 copies sell very infrequently with the most recent sale being for $20,713 on 10/10/20. Notable Features: Graded Mint by PSA Notable Defects: There are none. Depreciation: The Company treats Memorabilia and Collectibles assets as collectible and therefore will not depreciate or amortize the SERIES #OttoGraham1950BowmanPSA9 going forward. Schedules to Thirteenth Amendment to Limited Liability Company Agreement – Collectable Sports Assets, LLC – Page 93 of 127 Schedule XXXIXto Thirteenth Amendment to Collectable Sports Assets, LLC Amended and Restated Limited Liability Company Agreement Series Designation of #ALKALINE1954TOPPSPSA9, a series of Collectable Sports Assets, LLC Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Collectable Sports Assets, LLC, as in effect as of the effective date set forth below (the “Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement. Name of Series #ALKALINE1954TOPPSPSA9, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment September 9, 2021 Managing Member CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #ALKALINE1954TOPPSPSA9 with effect from the effective date hereof and shall continue to act as the Managing Member of #ALKALINE1954TOPPSPSA9 until dissolution of #ALKALINE1954TOPPSPSA9 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #ALKALINE1954TOPPSPSA9 shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #ALKALINE1954TOPPSPSA9 through that certain Consignment Agreement dated as of August 30, 2021, as it may be amended from time to time, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #ALKALINE1954TOPPSPSA9 from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC, a Delaware limited liability company. Management Fee As stated in Section 7.1 of the Agreement. Issuance Subject to Section 6.3(a)(i), the maximum number of #ALKALINE1954TOPPSPSA9 Interests the Company can issue may not exceed the purchase price, in the aggregate, of $50,000. Number of #ALKALINE1954TOPPSPSA9 Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #ALKALINE1954TOPPSPSA9 Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC, a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #ALKALINE1954TOPPSPSA9 sold at the Initial Offering of the #ALKALINE1954TOPPSPSA9 Interests (excluding the #ALKALINE1954TOPPSPSA9 Interests acquired by any Person other than Investor Members). Schedules to Thirteenth Amendment to Limited Liability Company Agreement – Collectable Sports Assets, LLC – Page 94 of 127 Other rights Holders of #ALKALINE1954TOPPSPSA9 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #ALKALINE1954TOPPSPSA9 Interests. Officers There shall initially be no specific officers associated with #ALKALINE1954TOPPSPSA9, although, the Managing Member may appoint Officers of #ALKALINE1954TOPPSPSA9 from time to time, in its sole discretion. Aggregate Ownership Limit As stated in Section 1.1. Minimum Interests One (1) Interest per Member. Schedule 1 Investment Overview · Upon completion of the SERIES #AlKaline1954ToppsPSA9 Offering, SERIES #AlKaline1954ToppsPSA9 will purchase a Ax Xxxxxx 1954 Topps PSA 9 (The “Underlying Asset” with respect to SERIES #AlKaline1954ToppsPSA9, as applicable), the specifications of which are set forth below.
Quantitative Analysis Quantitative analysts develop and apply financial models designed to enable equity portfolio managers and fundamental analysts to screen potential and current investments, assess relative risk and enhance performance relative to benchmarks and peers. To the extent that such services are to be provided with respect to any Account which is a registered investment company, Categories 3, 4 and 5 above shall be treated as “investment advisory services” for purposes of Section 5(b) of the Agreement.”
Commercialization Reports After the First Commercial Sale of a Licensed Product anywhere in the Territory, LICENSEE shall submit to Cornell semi-annual reports on or before each February 28 and August 31 of each year. Each report shall cover LICENSEE’s (and each Affiliate’s and Sublicensee’s) most recently completed calendar half-year and shall show:
Development Reports Beginning six months after Effective Date and ending on the date of first commercial sale of a Licensed Product in the United States, LICENSEE shall report to Cornell progress covering LICENSEE's (and Affiliate's and Sublicensee's) activities and efforts in the development of rights granted to LICENSEE under this Agreement for the preceding six months. The report shall include, but not be limited to, activities and efforts to develop and test all Licensed Products and obtain governmental approvals necessary for marketing the same. Such semi-annual reports shall be due within sixty days (60) of the reporting period and shall use the form as provided herein as Appendix C.
Investment Analysis and Implementation In carrying out its obligations under Section 1 hereof, the Advisor shall:
Tests and Preclinical and Clinical Trials The preclinical studies and clinical trials conducted by or, to the Company’s knowledge, on behalf of the Company, that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as applicable, and are intended to be submitted to the U.S. Food and Drug Administration (the “FDA”) or other comparable government entities, were and, if still ongoing, are being conducted in all material respects in accordance with experimental protocols, procedures and controls pursuant to accepted professional scientific standards and all Authorizations and Applicable Laws, including, without limitation, current Good Clinical Practices and Good Laboratory Practices and any applicable rules and regulations of the jurisdiction in which such trials and studies are being conducted; the descriptions of the results of such studies and trials contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus are, to the Company’s knowledge, accurate and complete in all material respects and fairly present the data derived from such studies and trials; except to the extent disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any studies or trials, the results of which the Company believes reasonably call into question the study or trial results described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus when viewed in the context in which such results are described and the clinical stage of development; and, except to the extent disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company has not received any written notices or written correspondence from the FDA or any governmental entity requiring the termination or suspension of any preclinical studies or clinical trials conducted by or on behalf of the Company, other than ordinary course communications with respect to modifications in connection with the design and implementation of such trials, copies of which communications have been made available to you.
Technical Information Methods, processes, formulae, compositions, systems, techniques, inventions, machines, computer programs and research projects, unpatented inventions, designs, know-how, trade secrets, technical information and data, specifications, blueprints, transparencies, test data, and additions, modifications, and improvements thereon which are revealed to Employee.
Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
