Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.
XX XXXXXXX XXXXXXX xxx undersigned, being the sole trustee of the Trust, has executed this Certificate of Trust as of the date first above written. Wilmington Trust Company, not in its individual capacity but solely as owner trustee under a Trust Agreement dated as of February 13, 2002 By:_____________________________________ Name: Title: EXHIBIT C [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
Xxxxxx Xxxxxx The term "
Xxxxx Xxxxxxx If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form satisfactory to the Representative. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Representative, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the issuance and sale of the Shares to continue as contemplated in the expired registration statement relating to the Shares. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.
Xxxxxxx Xxxxx Xxxxxxx hereby grants to XOMA a fully-paid, exclusive (except as to Alexion and any Third Party manufacturer designated in accordance with Section 5.1) license to utilize the Alexion Background Technology and the Alexion Collaboration Technology (i) to Develop, Manufacture and Co-Promote Products in the Field in the Territory under the terms and subject to the conditions set forth in this Agreement and pursuant to the Development Plan and (ii) to discover, use, develop, make, have made, sell, offer for sale, import or export a Product in a Future Indication as to which Alexion has Opted Out and not Opted Back In. Except as expressly provided herein, such licenses to Alexion Background Technology shall terminate upon expiration or termination of this Agreement and to Alexion Collaboration Technology shall survive expiration or termination of this Agreement forever without regard to the restriction as to Field or the requirement of a Development Plan.
Xxxxxx Xxxxxxx Copies of any notice given to the Company or the Selling Stockholder shall be given to Xxxxxx & Xxxxxxx LLP at 000 Xxxxxxxx Xxxxxx, XX, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx of Columbia, (fax: (000) 000-0000); Attention: Xxxxxxx X. Xxxxxxx.
Xxxxxxx Xxxxxx LIMITED (a company registered in England and Wales with registered number 2104188), whose registered office is at 00 Xxx Xxxxxx, London EC4M 7EN (“Xxxxxxx Xxxxxx”);
Xxxxx Xxxxxxxx The principal office may hereafter from time to time be moved to such other place in the United States of America as may be designated by the Sole Member and Managing Member, as hereinafter defined, with written notice to all Members. The books and records of the Company shall be maintained at the Company's principal place of business, or such other location in the United States of America as determined by the Sole Member and Managing Member with written notice to all Members.
Xxxxxxxx-Xxxxx The Company is in compliance, in all material respects, with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder.
Xxxxx Xxxxxx Notary Public My Commission expires October 4, 2010 EXHIBIT A FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT On this _____ day of __________ 20___, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, XXXXX FARGO BANK, N.A. (the "Seller") as the Seller under that certain Second Amended and Restated Master Mortgage Loan Purchase Agreement, ("Purchase Agreement") and as the Company under that certain Second Amended and Restated Master Seller's Warranties and Servicing Agreement (the "Servicing Agreement") each dated as of May 1, 2006, (collectively, the "Agreements"), the terms of which are incorporated by reference herein, does hereby sell, transfer, assign, set over and convey to Bank of America, National Association as the Purchaser (the "Purchaser") under the Agreements, and Purchaser hereby accepts from Seller, without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to each of the (i) Company Mortgage Loans listed on the related Mortgage Loan Schedule attached hereto as Schedule I, (ii) Exception Mortgage Loans, identifying the related exceptions, listed on the Mortgage Loan Schedule attached hereto as Schedule II and (iii) Third-Party Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Schedule III (collectively, the "Mortgage Loan"), together with the Custodial Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 of the Servicing Agreement, the Seller has delivered to the Custodian the documents REQUIRED TO BE DELIVERED UNDER THE AGREEMENTS for each Mortgage Loan to be purchased. The Servicing Files and the Retained Mortgage Files retained by the Seller pursuant to Section 2.01 of the Servicing Agreement shall be appropriately marked to clearly reflect the sale of the related Mortgage Loans to the Purchaser. The Company hereby makes the representations and warranties set forth in Section 3.01 and for each of the Mortgage Loans, Section 3.02 of the Servicing Agreement as of the date hereof. Attached hereto as Exhibit A is a copy of the Third-Party Underwriting Guidelines relating to the Third-Party Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Schedule III. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreements. BANK OF AMERICA, XXXXX FARGO BANK, N.A. NATIONAL ASSOCIATION PURCHASER COMPANY By: By: ---------------------------------- ----------------------------------- Name: Name: -------------------------------- --------------------------------- Title: Title: ------------------------------- -------------------------------- Exhibit A-1 SCHEDULE I COMPANY MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-2 SCHEDULE II EXCEPTION MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-3 SCHEDULE III THIRD-PARTY MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-4 EXHIBIT A THIRD-PARTY UNDERWRITING GUIDELINES Exhibit A-5 EXHIBIT B FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT ____________, 20__ ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Agreement"), dated ___________________, 20__ among _________________, a _________________ corporation having an office at _________________ ("Assignor") and _________________, having an office at _________________ ("Assignee") and Xxxxx Fargo Bank, N.A. (the "Company"), having an office at 0 Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000: For and in consideration of the sum of one dollar ($1.00) and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
