Termination of a Material Definitive Agreement. Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party. Examples: servicing agreement, custodial agreement. Depositor
Termination of a Material Definitive Agreement. Disclosure is required regarding termination of any definitive Master Servicer; or any of agreement that is material to the securitization (other than the following that is a expiration in accordance with its terms), even if depositor is party to the agreement if not a party. Master Servicer is not: Trustee, Sponsor, Examples: servicing agreement, custodial agreement. Depositor, Certificate Administrator ---------------- ------------------ ------------------------------------------------------------------ ----------------------------- 1.03 BANKRUPTCY OR RECEIVERSHIP ------------------------------------------------------------------ ----------------------------- Disclosure is required regarding the bankruptcy or receivership, Master Servicer if known to the Master Servicer, with respect to any of the following: Sponsor (Seller), Depositor, Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers, Certificate Administrator, Trustee, significant obligor, credit enhancer (10% or more), derivatives counterparty, Custodian ---------------- ------------------ ------------------------------------------------------------------ ----------------------------- 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT ------------------------------------------------------------------ ----------------------------- Includes an early amortization, performance trigger or other Master Servicer event, Master Servicer including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.
Termination of a Material Definitive Agreement. On February 10, 2017, the Company entered into a development and license agreement (the “License Agreement”) with Immunomedics that provided for the grant to the Company of exclusive worldwide rights to develop, manufacture and commercialize sacituzumab govitecan (“IMMU-132”) effective upon the closing of the transactions contemplated by the License Agreement. In addition, on February 10, 2017, the Company purchased 3,000,000 shares of Immunomedics common stock at an aggregate purchase price of $14.7 million, and on February 16, 2017, Immunomedics issued the Company a warrant (the “Warrant”) to purchase up to 8,655,804 additional shares of Immunomedics common stock at an initial exercise price of $4.90 per share, which warrant may be exercised until February 10, 2020. On February 13, 2017, the Company was named a co-defendant in a lawsuit filed by venBio in the Delaware Chancery Court (the “Court”) against the members of the board of directors of Immunomedics pursuant to which, among other things, venBio sought to enjoin the closing of the transactions contemplated by the License Agreement. On May [__], 2017, the Company and Immunomedics, Inc. agreed to terminate the License Agreement and to amend the term of the Immunomedics Warrant, and in connection therewith, Immunomedics and venBio agreed to fully settle, resolve and release the Company, and the Company agreed to fully settle, resolve and release Immunomedics and venBio, from all disputes, claims and liabilities arising from the License Agreement and the transactions contemplated thereby, subject to the terms of the termination agreement and settlement agreement. Under the termination agreement, Immunomedics has agreed to amend the Warrant to be exercisable until the later of December 31, 2017 and the date that is six months following the date that sufficient shares of Immunomedics common stock have been authorized to enable full exercise of the Warrant. The termination agreement between the Company and Immunomedics and the settlement of the venBio lawsuit against the Company remain subject to Court approval of the dismissal of the venBio lawsuit. The termination of the License Agreement will be effective as of the date of the Court approval. Upon the termination agreement becoming effective, Immunomedics will be obligated to amend the term of the Warrant and the Company will not receive any rights to IMMU-132. The foregoing summary of the material terms of the termination agreement and settlement agr...
Termination of a Material Definitive Agreement. The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 1.02 by reference.
Termination of a Material Definitive Agreement. Disclosure is required regarding Servicer; or any termination of any definitive of the following agreement that is material to the that is a party securitization (other than expiration to the agreement in accordance with its terms), even if if Servicer is depositor is not a party. not: Trustee, Sponsor, Examples: servicing agreement, Depositor custodial agreement. ------------------------------------------------------------------------------- 1.03 Bankruptcy or Receivership ------------------------------------------------------------------------------- Disclosure is required regarding the Depositor bankruptcy or receivership, if known to the Depositor, with respect to any of the following: Sponsor (Seller), Depositor, Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers, Trustee, significant obligor, credit enhancer (10% or more), derivatives counterparty ------------------------------------------------------------------------------- 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement ------------------------------------------------------------------------------- Includes an early amortization, Servicer/Trustee performance trigger or other event, (to the extent including event of default, that would of actual materially alter the payment knowledge) priority/distribution of cash flows/amortization schedule.
Termination of a Material Definitive Agreement. X X X (if Master Servicer is not a party) X (if Master Servicer is not a party) X (if Master Servicer is not a party) X (if Master Servicer is not a party) Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party. Examples: servicing agreement, custodial agreement.
Termination of a Material Definitive Agreement. All parties as to themselves Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party. Examples: servicing agreement, custodial agreement. Item 1.03- Bankruptcy or Receivership Depositor Disclosure is required regarding the bankruptcy or receivership, with respect to any of the following: · Sponsor (Seller) Depositor/Sponsor (Seller) · Depositor Depositor · Servicer Servicer · Affiliated Servicer Servicer · Other Servicer servicing 20% or more of the pool assets at the time of the report Servicer · Other material servicers Servicer · Indenture Trustee Indenture Trustee · Administrator Administrator · Significant Obligor Depositor · Credit Enhancer (10% or more) Depositor · Derivative Counterparty Depositor · Owner Trustee Owner Trustee Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Depositor Servicer Administrator Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule. Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.
Termination of a Material Definitive Agreement. The OLED Patent License Agreement and the OLED Supplemental License Agreement between the Registrant and SMD, both dated as of April 19, 2005, as amended since that date, are terminated as of the effective date of the aforementioned agreements. See Item 1.01 above.
Termination of a Material Definitive Agreement. All parties (provided that the Trustee shall only be a responsible party if it is also the Paying Agent of the Trust Fund)." Item 1.03- Bankruptcy or Receivership Depositor Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Depositor Item 3.03- Material Modification to Rights of Security Holders Securities Administrator Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Securities Administrator Master Servicer (as to itself and as to any Servicer, to the extent provided by such Servicer), Securities Administrator, Seller Item 6.03- Change in Credit Enhancement or External Support Depositor Item 6.04- Failure to Make a Required Distribution Securities Administrator Item 6.05- Securities Act Updating Disclosure Depositor Item 7.01- Reg FD Disclosure Depositor Item 8.01 Depositor Item 9.01 Depositor Xxxxx Fargo Bank, N.A., as Securities Administrator Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attn: Corporate Trust Services - SAIL 2006-BNC1 - SEC Report Processing RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section [ ] of the Trust Agreement, dated as of January 1, 2006, by and among Structured Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master Servicer, Xxxxxxx Fixed Income Services Inc., as Credit Risk Manager, U.S. Bank National Association, as Trustee and Xxxxx Fargo Bank, N.A., as Securities Administrator, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K]. Description of Additional Form [10-D][10-K][8-K] Disclosure: Any inquiries related to this notification should be directed to [ ], phone number: [ ]; email address: [ ]. [NAME OF PARTY], as [role] By: Name: Title: [ ] [ ] [ ] Re: SAIL 2006-BNC1 [_______], the [_______] of [_______] (the “Company”) hereby certifies to the Depositor, the Master Servicer and the Securities Administrator, and each of their officers, directors and affiliates that:
Termination of a Material Definitive Agreement. On February 14, 2014, the Company entered into a purchase agreement (“Purchase Agreement”) and a registration rights agreement (“Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to which Lincoln Park purchased $2,000,000 of our Common Stock and the Company had the right to sell to Lincoln Park up to $25,000,000 in shares of its Common Stock, subject to certain limitations. On May 28, 2014, the Company and Lincoln Park entered into a Mutual Termination and Release Agreement (“Termination Agreement”) terminating the Purchase Agreement provided that: (i) the representations and warranties of Lincoln Park and the Company contained in the Purchase Agreement; (ii) the covenants regarding “Variable Rate Transactions” (as defined in the Purchase Agreement) contained in the Purchase Agreement (“Variable Rate Covenants”); (iii) the indemnification provisions set forth in Section 9 of the Purchase Agreement; (iv) the agreements and covenants set forth in the Purchase Agreement regarding notice, governing law and certain other related administrative provisions; and (v) the obligations of the Company to register for resale all 14,125,000 shares of Common Stock currently owned by Lincoln Park each survive such termination and continue in full force and effect indefinitely, and provided further that the Variable Rate Covenants will terminate upon the earlier of the one year anniversary of the effectiveness of the registration referred to in the preceding clause (v) (“Effective Date”) and the date on which Lincoln Park has sold all of its shares of Common Stock. Pursuant to the Termination Agreement, Lincoln Park has consented to the entry into of the Chardan Agreement, so long there are no provisions within the Chardan Agreement that in any manner, directly or indirectly, limit Lincoln Park’s ability to carry out or effect the sale of shares of Common Stock pursuant to a registration statement or otherwise, or in any manner, directly or indirectly, conflict with the surviving obligations under the Termination Agreement and the Company and Chardan execute the Chardan Agreement within three (3) calendar days from the Effective Date and the Company files a Current Report on Form 8-K to report such transaction within four (4) business days of the Chardan Agreement’s execution date. The Company has issued 1,062,500 shares of its Common Stock to Lincoln Park in connection with it consenting to this transaction.
