Xxxxxx and Sample Clauses

Xxxxxx and. X. X. Xxxxxxx, Purification of noisy entanglement and faithful teleportation via noisy channels, Phys. Rev. Lett., Vol. 76, pp. 722–725, 1996.
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Xxxxxx and. [Xxxxxxx] agree not to disparage or cause the disparagement of the other directly or through their agents, this does not apply to legal proceedings.
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Xxxxxx and. Merger Sub jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.1.
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Xxxxxx and. Kxx X. Xxxxxxxx are joining in the execution of this Note as they are principals of Vestar. This Note may be executed in counterparts and by facsimile signature.
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Xxxxxx and the Buyer hereby confirm their intent and agree that, by the sale of the Stock hereunder, Xxxxxx is selling, assigning, transferring and contributing the Stock absolutely and irrevocably and not as collateral or security. If, notwithstanding the parties' intent to effect an absolute sale, assignment, transfer and contribution, the transactions contemplated hereby are characterized as a financing, Xxxxxx hereby grants the Buyer a security interest in the Stock and this Agreement shall be deemed a security agreement, within the meaning of the Uniform Commercial Code, which (or a copy hereof) the Buyer may file in an applicable filing office. Each of Xxxxxx and the Buyer hereby agrees to treat the sale of the stock as a sale and contribution for tax, reporting and accounting purposes (except to the extent that such assignment is not recognized due to the reporting of taxes on a consolidated basis where applicable and the application of consolidated financial reporting principles under GAAP). Xxxxxx agrees to respond to any inquiries with respect to the sale of the Stock hereunder by confirming the sale, assignment, transfer and contribution of the stock to the Buyer, and to note on its financial statements that the Stock has been sold to the Buyer.
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Xxxxxx and. The Trust may propose to the Corporation that the Trust may exchange the 2007 Policy for the Replacement Policy (which, for the avoidance of doubt, may be one or more new life insurance policies on the life of Xx. Xxxxxx or both Xx. Xxxxxx and Xxx. Xxxxxx), provided that the following conditions are satisfied: (i) the Corporation shall be provided with a funding projection which identifies the period of time that the 2007 Policy will remain in force without any additional payments of insurance premiums by the Corporation or the Trust; (ii) the Corporation shall be provided with a funding projection which identifies the period of time that the 2007 Policy would remain in force if (x) an amount equal to $25,000 is deducted from the policy’s cash value on each policy anniversary date, and (y) there are no additional premium payments by the Corporation or the Trust; (iii) the Corporation shall be provided with a funding projection which identifies the period of time that the Replacement Policy would remain in force without any additional payments of insurance premiums by the Corporation or the Trust; and (iv) at such time as all of the cash value of the Replacement Policy has been expended, the annual expense to the Corporation to maintain the Replacement Policy shall be projected to not exceed the current expense (determined based on the assumptions in clause (ii) above) by more than $25,000 per year.
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Related to Xxxxxx and

  • Xxxxxxx X Xxxxxxxx

  • Xxxxxx X Xxxxxxxx --------------------------- Xxxxxx X. Xxxxxxxx

  • Xxxxxxxx X X. Xxxxxx, as Trustee .................. 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000

  • Xxxxxx, Xx Xxxxxxx X.

  • Xxxx and Xx Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

  • Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

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