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Commitments and Contingencies
9 Months Ended
Sep. 30, 2016
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Commitments and Contingencies

Note 13: Commitments and Contingencies

The following commitments and contingencies provide an update of those discussed in “Note 21: Commitments and Contingencies” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, and should be read in conjunction with the complete descriptions provided in the aforementioned Form 10-K.

Litigation

MBIA Insurance Corp. v. Credit Suisse Securities (USA) LLC, et al.; Index No. 603751/2009 (N.Y. Sup. Ct., N.Y. County)

Expert discovery concluded in March of 2016. The parties have completed their briefing on their respective summary judgment motions and argument is scheduled for November 15, 2016.

MBIA Insurance Corp. v. J.P. Morgan Securities LLC (f/k/a Bear, Stearns & Co. Inc.); Index No. 64676/2012 (N.Y. Sup. Ct., County of Westchester)

On June 6, 2016, the court denied J.P. Morgan’s motion for summary judgment. J.P. Morgan filed a notice of appeal of that ruling on July 6, 2016. On November 2, 2016, the Second Department of the Appellate Division of the New York State Supreme Court (the “Second Department”) issued a decision on J.P. Morgan’s separate appeal, and MBIA Corp.’s cross appeal, from the trial court’s Order of September 18, 2014, which had granted MBIA’s motion for leave to amend its complaint to assert a cause of action for fraudulent concealment, and denied its motion to amend its complaint to assert cause of action alleging material misrepresentation in the procurement of an insurance contract brought under common law as informed by NYIL Section 3105. The Second Department decision affirmed the Order as it pertained to allowing the assertion of the fraudulent concealment claim, and reversed it as to the denial of the motion to add the claim of material misrepresentation in the procurement of an insurance contract.

Patriarch Partners XV, LLC v. U.S. Bank National Association and MBIA Insurance Corp.; 16 Civ. 7128 (S.D.N.Y. September 13, 2016) (Rakoff, J.)

On September 12, 2016, Patriarch Partners XV, LLC and Octaluna LLC commenced an action (with application for injunctive relief) in New York State Supreme Court against Defendants U.S. Bank National Association and MBIA Insurance Corporation seeking to enjoin a proposed September 15, 2016 sale of collateral under the Zohar I Indenture. The complaint and application argued that a temporary restraining order, followed by a preliminary and then permanent injunction, were necessary to prevent the plaintiffs from sustaining irreparable harm from the sale process. On September 13, 2016, U.S. Bank National Association removed the action to the United States District Court for the Southern District of New York. On October 18, 2016, Judge Jed S. Rakoff issued a ruling denying plaintiffs’ motion for a preliminary injunction, and ordered that the Zohar I auction could be noticed and take place no earlier than November 23, 2016. On November 3, 2016, the defendants filed their respective answers to the operative complaint.

Ambac Bond Insurance Coverage Cases, Coordinated Proceeding Case No. JCCP 4555 (Super. Ct. of Cal., County of San Francisco)

Following an appeal of the dismissal of the plaintiff’s anti-trust claim under California’s Cartwright Act, the California Court of Appeal reinstated those claims against the bond insurer defendants on February 18, 2016. On April 8, 2016, Judge Mary E. Wiss recused and disqualified herself from further proceedings in the matter. On April 14, 2016, Judge Curtis E. A. Karnow was assigned to sit as the Coordination Trial Judge. On June 24, 2016, the defendants, including the MBIA parties, filed their answers to the complaints.

National Public Finance Guarantee Corporation v. Padilla, Civ. No. 16-cv-2101 (D.P.R. June 15, 2016) (Besosa, J.)

On June 15, 2016, National filed a complaint in federal court in Puerto Rico challenging the Puerto Rico Emergency Moratorium and Financial Rehabilitation Act (Law 21-2016 or the “Moratorium Act”) as unconstitutional under the United States Constitution. On June 22, 2016, National filed a motion for partial summary judgment on its claim that the Moratorium Act is preempted by the federal Bankruptcy Code. On July 7, 2016, the Puerto Rico defendants filed a motion to stay the case pursuant to the Puerto Rico Oversight, Management and Economic Stability Act (“PROMESA”). The Puerto Rico defendants filed their response to National’s motion for summary judgment on July 11, 2016. On July 18, 2016, National responded to the stay motion and also filed its reply brief in further support of its motion for summary judgment. The motion for summary judgment is now fully briefed and a decision is pending. The defendants filed their answer to the complaint on July 26, 2016. On August 22, 2016, the court granted the Puerto Rico’s motion to stay the case pursuant to PROMESA’s stay provision, and indicated that he would hold an evidentiary hearing on whether cause existed to lift the stay. That two day hearing ended on September 23, 2016. Post-hearing memoranda from all parties were filed on October 7, 2016. On October 21, 2016, the Oversight Board filed a motion seeking to intervene into the case and opposing National’s motion to lift the PROMESA stay, while expressing no view on the merits of National’s claims. On October 28, 2016, National responded to the motion.

For those aforementioned actions in which it is a defendant, the Company is defending against those actions and expects ultimately to prevail on the merits. There is no assurance, however, that the Company will prevail in these actions. Adverse rulings in these actions could have a material adverse effect on the Company’s ability to implement its strategy and on its business, results of operations, cash flows and financial condition. At this stage of the litigation, there has not been a determination as to the amount, if any, of damages. Accordingly, the Company is not able to estimate any amount of loss or range of loss. The Company similarly can provide no assurance that it will be successful in those actions in which it is a plaintiff.

There are no other material lawsuits pending or, to the knowledge of the Company, threatened, to which the Company or any of its subsidiaries is a party.

Lease Commitments

The Company has a lease agreement for its headquarters in Purchase, New York. The initial lease term expires in 2030 with the option to terminate the lease in 2025 upon the payment of a termination amount. This lease agreement included an incentive amount to fund certain leasehold improvements, renewal options, escalation clauses and a free rent period. The lease agreement has been classified as an operating lease, and operating rent expense has been recognized on a straight-line basis since the second quarter of 2014.