Xxxxxx and PHC Sample Clauses

Xxxxxx and PHC have taken all actions necessary to comply with the provisions of the applicable commercial code, tax laws and any other laws concerning bulk sales or bulk transfers or any similar law, such that none of their liabilities or obligations with respect to such laws arising from the sale of the Acquired Assets shall be transferred to the Purchasers, except where the failure to do so would not have an Acquired Company Material Adverse Effect.
Sample 1
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Related to Xxxxxx and PHC

  • XXXXXXXX AND W XXXXXXX XXXXXX

  • 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

  • SEC Filings and the Xxxxxxxx-Xxxxx Act (a) The Company has filed with or furnished to the SEC, and made available to Parent, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company since January 1, 2008 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”).

  • 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.

  • Xxxxxx Act Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k or Article 4-A of the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those conferred or imposed by this Agreement; provided, however, that to the extent that such Section 126 and/or 130-k shall not have any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k shall cease to have any further effect upon the provisions of this Agreement. In a case of a conflict between the provisions of this Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article 4-A shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at any time be repealed, or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory provisions of such Article 4-A shall cease to have any further effect upon the provisions of this Agreement.

  • Sxxxxxxx-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 Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxxxxxx X X. Xxxxxxxx -------------------------- Xxxxxxx X. X. Xxxxxxxx

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

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

  • Xxxxxxxxx X X. Xxxxxx -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- BAYERISCHE LANDESBANK GIROZENTRALE LONDON BRANCH By: Xxxxx Xxxx CITIBANK, N.A. By: J.W.G. Xxxxxxx CREDIT SUISSE FIRST BOSTON By: X. Xxxxx-Xxxxxx Xxxxxx Xxxxx DEN DANSKE BANK AKTIESELSKAB By: S. Xxxxxxx Xxxx DEUTSCHE BANK AG LONDON By: X.X. Xxxxxxxxx X.X. Xxxxxxxx NATIONAL WESTMINSTER BANK Plc By: X.X. Xxxx AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (ACTING THROUGH ITS ANZ INVESTMENT BANK DIVISION) By: X.X. Xxxxxx BANCO CENTRAL HISPANOAMERICANO, S.A. LONDON BRANCH By: H.J.W. Xxxxxx X.X. Inches COMMERZBANK AKTIENGESELLSCHAFT, LONDON BRANCH By: Bernd Meist Xxxxx Xxxxx THE ROYAL BANK OF SCOTLAND plc By: Xxxx Xxxxx L-BANK By: S. Xxxxxxx Xxxx -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ABN AMRO BANK N.V. LONDON BRANCH By: S. Xxxxxxx Xxxx BANCA DI ROMA S.p.A. - LONDON BRANCH By: X.X. Xxxxxxxx Xxxxxxx Xxxxxxxxxx BANCA MONTE DEI PASCHI DI SIENA SpA By: G.N.H. Furzland Xxxxxxx Xxxxxxxxx BANCO BILBAO VIZCAYA By: S. Xxxxxxx Xxxx BANK OF TOKYO-MITSUBISHI, LTD By: X.X. Xxxxxxxxx CARIPLO - CASSA DI RISPARMIO DELLE PROVINCIE LOMBARDE S.p.A., LONDON BRANCH By: X.X. Xxxxxx CREDITO ITALIANO SpA By: Xxxxxx G.A. Xxxxxxxxx ISTITUTO BANCARIO SAN PAOLO DI TORINO S.p.A. By: S. Xxxxxxx Xxxx

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