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.
Xxxxxx and X Xxx, “A unified monotonic approach to generalized linear fractional programming,” Journal of Global Optimization, vol. 26, no. 3, pp. 229–259, 2003. [14] X. X. Xxxx, X. X. Xxxxx, and X. Xxxxx, “Xxxxx: Achieving global optimality for a non-convex wireless power control problem,” IEEE Transactions on Wireless Communications, vol. 8, no. 3, pp. 1553–1563, Mar 2009. [15] X. Xxxxxxxx and X. Xxxxxxx, “Common randomness in information theory and cryptography - part I: Secret sharing,” IEEE Transactions on Information Theory, vol. 39, no. 4, pp. 1121–1132, Jul. 1993. [16] I. Safaka, X. X. Xxxxxxxxxx, X. Xxxxxxx, E. Atsan, C. Fragouli, X. Xxxxxxxx, and X. Xxxxxxx, “Exchanging Secrets without Using Cryptography,” arXiv:1105.4991 [cs, math], May 2011, arXiv: 1105.4991. [Online]. Available: xxxx://xxxxx.xxx/abs/1105.4991 [17] I. Safaka, C. Fragouli, X. Xxxxxxxx, and X. Xxxxxxx, “Exchanging pairwise secrets efficiently,” in 2013 Proceedings IEEE INFOCOM, Apr. 2013, pp. 2265–2273. [18] E. Atsan, I. Safaka, X. Xxxxxx, and X. Xxxxxxxx, “Low cost security for sensor networks,” in 2013 International Symposium on Network Coding (NetCod), Jun. 2013, pp. 1–6. [19] X. Xxxxxxxx, X. Xxxxxxx, X. Xxxxxx, X. Xxxxxxxx, X. Xxxxxxxxx, and X. Xxxxxxxxxxx, “Creating Secrets out of Erasures,” in Proceedings of the 19th Annual International Conference on Mobile Computing & Networking, ser. MobiCom ’13. New York, NY, USA: ACM, 2013, pp. 429–440. [Online]. Available: xxxx://xxx.xxx.xxx/10.1145/2500423.2500440 [20] X. X. Xxxx and X. Xxxxxxxxxxxx, Convex Optimization. Cambridge University Press, Mar. 2004. [21] X. X. Xxxxxxxxx, X. Xxxxx, and X. X. Xxxxxxxx, Convex Analysis and Optimization. Athena Scientific, 2003. [22] X. Xxxx, X. X. Xxxxxxxxxxx, X. Xxxxxxxx, and X. X. Xxxxxxx, “Secret communication over broadcast erasure channels with state-feedbac,” IEEE Transactions on Information Theory, vol. 61, pp. 4788–4808, Sep. 2015. [23] X. X. XxxXxxxxxxx, The Theory of Error-Correcting Codes, 2nd ed. Amsterdam; New York; New York: North Holland Publishing Co., 1978. [24] C. Fragouli and X. Xxxxxxxx, Network Coding Fundamentals. Hanover, MA: Now Publishers Inc, Jun. 2007.
Xxxxx and X Xxxxxxxxxx. Non-Commutative Geometry, Non- Associative Geometry and the Standard Model of Particle Physics, 1401.5083.
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Xxxxxxxxx and X Xxxxxxx. A
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.
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.
Xxxxx Act Subrecipient agrees that no funds provided, nor personnel employed under this Contract, shall be in any way or to any extent engaged in the conduct of political activities in violation of the Hatch Act, 5 U.S.C. Section 1501 et seq. and Chapter 15 of Title V of the U.S.C.
Xxxx X Xxxx, Chief Corporate Counsel of the Company, shall have furnished to the Representatives a written opinion or opinions, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:
