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.
Xxxxxx Xxxxxx The term "
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.
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.
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:
Xxxxxx Xxxxx The Employee understands that Data may be transferred to the Corporation or any of its Affiliates, or to any third parties assisting in the implementation, management and administration of the Plan, including any transfer required to a broker or other third party with whom shares of common stock acquired under the Plan or cash from the sale of such shares may be deposited. Furthermore, the recipients that may receive, possess, use, retain, and transfer such Data may be located in Italy or elsewhere, including outside the European Union, and the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Italy. The processing activity, including transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require the Employee’s consent thereto as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan. The Employee understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003. The Employee understands that Data will be held only as long as is required by law or as necessary to implement, administer and manage the Employee’s participation in the Plan. The Employee understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, he or she has the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing. Furthermore, the Employee is aware that Data will not be used for direct marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting the Employee’s local human resources representative. Plan Document Acknowledgment In accepting the grant of this option, the Employee acknowledges that he or she has received a copy of the Plan and the Award Agreement and has reviewed the Plan and the Award Agreement, including this Appendix A, in their entirety and fully understands and accepts all provisions of the Plan and the Award Agreement, including this Appendix A. The Employee acknowledges that he or she has read and specifically and expressly approves the following sections of the Award Agreement: Section 2(d) on Payment of Withholding Taxes; Section 5 on No Right of Continued Employment; Section 9 on Delaware Law to Govern; the section on Acknowledgment of Conditions; and the Data Privacy Notice and Consent section included in this Appendix A. Exchange Control Information The Employee is required to report in his or her annual tax return: (a) any transfers of cash or shares of common stock to or from Italy exceeding €10,000 or the equivalent amount in U.S. dollars; and (b) any foreign investments or investments (including proceeds from the sale of shares of common stock acquired under the Plan) held outside of Italy exceeding €10,000 or the equivalent amount in U.S. dollars, if the investment may give rise to income in Italy. The Employee is exempt from the formalities in (a) if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on the Employee’s behalf.
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.
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.
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”);
