Xxxxxxxxx xx Xxxx. Xxxx agrees with each of the several Underwriters as follows:
(a) Peru will notify the Underwriters promptly if at any time prior to payment of the Purchase Price to Peru and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Underwriters may reasonably require to remedy the fact.
(b) Promptly after the execution and delivery of this Agreement, Peru will file the Prospectus Supplement, in a form approved by the Underwriters, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the Offering. Peru will furnish to the Underwriters prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Global Bonds) providing reasonable opportunity for comment. Peru will promptly deliver to each of the Underwriters and to their counsel copies of all amendments or supplements to the Registration Statement hereafter made, which relate to the Global Bonds including any post-effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. So long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), Peru will also deliver to the Underwriters, as soon as practicable after the date of this Agreement and thereafter from time to time, as many copies of the Final Prospectus and Disclosure Package, if any, and any Issuer Free Writing Prospectus as any of the Underwri...
Xxxxxxxxx xx Xxxx. This is evidence from a letter from Frau [REDACTED] to the currency office S in Frankfurt am Main of July 19th 1939, which also appears in that file (page 17), a copy of which is enclosed as Xxxx ”. This letter continues by informing Mr [REDACTED] that Mrs [REDACTED] had sold this property in February 1939 and part of the purchase price involved assuming the existing mortgage of RM 15,589.87. The letter concludes by stating that in the application for compensation made by one of the [REDACTED]s’ two daughters, claims for financial losses under a life insurance policy were made, but were not pursued.
Xxxxxxxxx xx Xxxx. At the Closing Buyer shall pay the Unadjusted Purchase Price pursuant to 2.2 and 2.3 above to Seller after having received a representation and warranty statement issued by Seller in the form as attached hereto as Annex 4.1 (the "Representation and Warranty Statement") and upon transfer (Zug um Zug) of the title to the Interests and Shares by Seller to Buyer through execution of a transfer agreement. At the Closing Buyer or Degussa, as the case may be, shall pay the respective amount pursuant to 3.5 sub-paragraph 2 above to Degussa or Buyer, as the case may be. At the Closing, Degussa shall cause Degussa Inc. to transfer all of its ownership interests in DMC-2 L.P. (99 %) to Buyer or its designee against payment by Buyer to Degussa Inc. of the amount payable by Buyer for such ownership interest in accordance with 2.1 sub-paragraph 2. The amount paid by Buyer to Degussa Inc. shall be deducted from the Unadjusted Purchase Price. At the Closing Date or as soon as possible thereafter (and in any case not later than 30 days thereafter), Degussa shall cause degussa Ibéria, S.A. and Verwaltungsgesellschaft für Degussa-Beteiligungsanteile mbH to transfer all of their ownership interests in Degussa - Metais, Catalisadores e Cerâmica, Lda. (99,87% and 0,13% respectively) to Buyer or its designee against payment by Buyer to degussa Ibéria, S.A. and Verwaltungsgesellschaft für Degussa-Beteiligungsanteile mbH of the amount payable by Buyer for such ownership interest in accordance with 2.1 sub-paragraph 2. The amounts so paid by Buyer shall be deducted from the Unadjusted Purchase Price.
Xxxxxxxxx xx Xxxx. Xxxx hereby covenants and agrees with the Holder for the benefit of the Holder as follows:
Xxxxxxxxx xx Xxxx. XXXX agrees that:
Xxxxxxxxx xx Xxxx. Xxxxxxxx) Let U ⊂ P1 be a non-empty open sub- scheme. Then there are integers a and b with the following property. For any prime number l, and for any connected finite étale cover π : V → UZ[1/l], xxx Xxxxxxxx height of the normalization of P1 in the function field of V is bounded by (deg π)alb.
Xxxxxxxxx xx Xxxx. Understanding of job duties, procedure, and all phases of work.
Xxxxxxxxx xx Xxxx. Missoula Scope of Services
Xxxxxxxxx xx Xxxx. XXXX covenants and agrees that, during the period from the date of this Agreement until the Closing Date, AQLV shall, other than as contemplated by this Agreement or for the purposes of effecting the Closing pursuant to this Agreement, conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of VERITY SUB:
(i) shall not amend its Articles of Incorporation or Bylaws;
(j) shall not pay or agree to pay to any employee, officer or director compensation that is in excess of the current compensation level of such employee, officer or director other than salary increases or payments made in the ordinary course of business or as otherwise provided in any contracts or agreements with any such employees;
(k) shall not merge or consolidate with any other entity or acquire or agree to acquire any other entity;
(l) shall not sell, transfer, or otherwise dispose of any material assets required for the operations of AQLV’s business, except in the ordinary course of business consistent with past practices;
(m) shall not declare or pay any dividends on or make any distribution of any kind with respect to the AQLV common stock;
Xxxxxxxxx xx Xxxx. 0X.0 Xxxx covenants and agrees that within thirty (30) days of the date hereof and subject to satisfaction by XXXX of the obligations set forth in Section 7.5 in a manner reasonably satisfactory to Cali, it shall, at its sole cost and expense, file with the SEC an initial proxy statement in order to conduct any proxy solicitations as are necessary for shareholder approval of the transaction contemplated by this Agreement (including an amendment to the certificate of incorporation of Cali to modify the corporate name to Xxxx-Xxxx).
7A.2 Cali covenants and agrees not to issue any class of capital stock senior to the Preferred Units (as if the Preferred Units of CRLP were preferred stock of Cali) without the consent of 66.7% of the holders of the Series B Preferred Units, voting as a single class.
7A.3 CRLP agrees that (a) the Xxxx Contributors shall have access to the Books and Records, after Closing, for inspection or duplication, at the offices of CRLP at reasonable times and upon reasonable notice and (b) through the eighth (8th) anniversary of the Closing Date, before any of the Cali Records are destroyed or disposed of by CRLP, CRLP shall offer to return such Books and Records to the Xxxx Contributors, at the Xxxx Contributors' cost and expense, and the Xxxx Contributors shall respond to such offer within ten (10) business days of receipt of same. This obligation of CRLP shall not require CLRP to maintain any computer equipment or programs in order to access or retrieve any of said Books and Records.
7A.4 Cali covenants and agrees that it shall not hire any current or former employee of a Xxxx Entity or XXX without the prior consent of Xxxxxxxx Xxxxx, which consent shall be at his sole and absolute discretion.
7A.5 Between the date hereof and the Closing, Cali covenants and agrees that it shall keep Xxxxxxxx Xxxxx apprised of any acquisitions it may be contemplating in the future. In the event Cali desires to either (a) enter into a line of business substantially different from its present business or (b) enter into a transaction involving an acquisition greater than $100,000,000, it shall, in either instance, seek the consent of Xxxxxxxx Xxxxx on behalf of XXXX, which consent may be withheld in his sole discretion. The withholding of such consent will not prohibit Cali from entering into any such transactions, but will permit XXXX to terminate this Agreement if it so desires.
