652 Sample Clauses

Related to 652

  • 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 did not effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated certificate of incorporation, as described in the Company’s Prospectus relating to the Offering. 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 liquidate all of the assets in the Trust Account and transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [_________, 20__]1 as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated certificate of incorporation. 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, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc.

  • 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").

  • Xxx 0000 This Lease does not create any rights in favour of third parties under the Contract (Third Party Rights) (Scotland) Xxx 0000 to enforce or otherwise invoke any provision of this Lease. Energy Performance61 The Tenant must not obtain or commission an EPC in respect of the Premises unless required to do so by the Energy Performance of Buildings (Scotland) Regulations 2008. If the Tenant is required to obtain an EPC, the Tenant must (at the Landlord's option) obtain an EPC from an assessor approved by the Landlord or pay the Landlord's costs of obtaining an EPC for the Premises. The Tenant must not obtain or commission an Action Plan in respect of the Premises. The Tenant must cooperate with the Landlord, so far as is necessary, to allow the Landlord to obtain any EPC or Action Plan for the Premises or the Estate and: provide the Landlord (at the Landlord's cost) with copies of any plans or other information held by the Tenant that would assist in obtaining that EPC or Action Plan; and allow such access to the Premises to any energy assessor appointed by the Landlord as is necessary to inspect the Premises for the purposes of preparing any EPC or Action Plan. The Tenant must give the Landlord written details on request of the unique reference number of any EPC the Tenant obtains or commissions in respect of the Premises. The Landlord must give the Tenant written details on request of the unique reference number of any EPC the Landlord obtains or commissions in respect of the Premises or the Estate. [Sustainability The Landlord and Tenant must comply with the provisions of Error: Reference source not found of the Schedule.]62 [Break Clause] [The Tenant may terminate this Lease on [any] [the] Break Date by giving the Landlord formal notice of not less than [Insert length] months [specifying the Break Date]63 following which the Term will end on that Break Date[ if:64 on the Break Date the Rent due up to and including that Break Date and any VAT payable on it has been paid in full; [and] on the Break Date the whole of the Premises are given back to the Landlord[ free of the Tenant's occupation and the occupation of any other lawful occupier and without any continuing sub-leases]65[; and the Tenant has, on or before the Break Date, paid to the Landlord an amount equal to [Insert figure/proportion of the Rent] (plus any VAT payable on that amount)]]. The Landlord may waive any of the pre-conditions in [Clauses 7.1.1 to 7.1.3] at any time before the [relevant] Break Date by notifying the Tenant. [If the Tenant gives formal notice to the Landlord under Clause 7.1, the Tenant must on or before the Break Date make the payment to the Landlord as detailed in Clause 7.1.3.] [The break right in this Clause 7. is personal to the Tenant (here meaning [ ] Limited (Registered Number [ ])) and will end on the effective date of any permitted assignation of this Lease or on the date when the said [ ] Limited ceases to exist.] If this Lease ends under this Clause 7., this will not affect the rights of any party for any prior breach of an obligation in this Lease.66 Time is of the essence for the purposes of this Clause 7..]

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • Xxxxx-Xxxxx Act Xxxxx-Xxxxx Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Xxxxx-Xxxxx Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Xxxxxxxx “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

  • 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.

  • 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.

  • General Xxxxxxx 9B.01 When a general xxxxxxx is appointed by the employer and/or as required by the collective agreement, they will be paid a minimum premium of fifteen percent (15%) of base rate and holiday and vacation allowance.

  • Xxx Xxxx In the alternative, Consultant may obtain a copy of the prevailing wages from the City’s Representative. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

  • XXXREAS the Trust is registered under the Investment Company Act of 1940, as amended, (the "1940 Act") as an open-end, series management investment company; and

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