State of Delaware. Delaware Consumer Fraud Act, 6 Del. C. 17 §§ 2511 et seq.; Delaware Deceptive Trade Practices Act, 6 Del. C. §§ 2531 et seq.
State of Delaware. The State of Delaware hereby approves this Agreement of the Parties to the U.S. Supreme Court Decree of 1954 for a Flexible Flow Management Program with Operations Support Tool integration and recommends that this Agreement be submitted to the Delaware River Basin Commission for implementation as appropriate through rules, dockets and/ or resolutions, subject in each instance to the further agreement of the Parties as required by Section 3.3(a) of the Delaware River Basin Compact.
State of Delaware. Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any State or other governmental authority or agency of any jurisdiction other than the State of Delaware by or with respect to the Trustee (as such or in its individual capacity); (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trustee (as such or in its individual capacity); or (iii) subject the Trustee (as such or in its individual capacity) to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trustee contemplated hereby.
State of Delaware. All actions and proceedings arising out of or relating to this letter agreement shall be heard and determined in any Delaware state or federal court sitting in Delaware.
State of Delaware. CERTIFICATE OF TRUST
State of Delaware. The State of Delaware hereby approves this Agreement of the Parties to the U.S. Supreme Court Decree of 1954 for a Flexible Flow Management Program with Operations Support Tool integration and recommends that this Agreement be submitted to the Delaware River Basin Commission for implementation as appropriate through rules, dockets and/ or resolutions, subject in each instance to the further agreement of the Parties as required by Section 3.3(a) of the Delaware River Basin Compact. The State of New Jersey hereby approves this Agreement of the Parties to the U.S. Supreme Court Decree of 1954 for a Flexible Flow Management Program with Operations Support Tool integration and recommends that this Agreement be submitted to the Delaware River Basin Commission for implementation as appropriate through rules, dockets and/ or resolutions, subject in each instance to the further agreement of the Parties as required by Section 3.3(a) of the Delaware River Basin Compact. The City of New York hereby approves this Agreement of the Parties to the U.S. Supreme Court Decree of 1954 for a Flexible Flow Management Program with Operations Support Tool integration and recommends that this Agreement be submitted to the Delaware River Basin Commission for implementation as appropriate through rules, dockets and/ or resolutions, subject in each instance to the further agreement of the Parties as required by Section 3.3(a) of the Delaware River Basin Compact. The State of New York hereby approves this Agreement of the Parties to the U.S. Supreme Court Decree of 1954 for a Flexible Flow Management Program with Operations Support Tool integration and recommends that this Agreement be submitted to the Delaware River Basin Commission for implementation as appropriate through rules, dockets and/ or resolutions, subject in each instance to the further agreement of the Parties as required by Section 3.3(a) of the Delaware River Basin Compact.
State of Delaware. Each Buyer Entity has the requisite power and authority to conduct its business as now being conducted.
State of Delaware. If Grantee attempts to transfer any of the Shares subject to this Agreement, or any interest in them in violation of the terms of this Agreement, the Company may apply to any court for an injunctive order prohibiting such proposed transaction, and the Company may institute and maintain proceedings against Grantee to compel specific performance of this Agreement without the necessity of proving the existence or extent of any damages to the Company. Any such attempted transaction shares in violation of this Agreement shall be null and void.
State of Delaware. OFFICE OF THE SECRETARY OF STATE -------------------------------- I, XXXXXX X. XXXXX, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT "SIGNAL INVESTMENT & MANAGEMENT CO." IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE NOT HAVING BEEN CANCELLED OR DISSOLVED SO FAR AS THE RECORDS OF THIS OFFICE SHOW AND IS DULY AUTHORIZED TO TRANSACT BUSINESS. THE FOLLOWING DOCUMENTS HAVE BEEN FILED: CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SEVENTH DAY OF XXXX, A.D. 1986, AT 11'CLOCK A.M. CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 1991, AT 9'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION. AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE. /s/ XXXXXX X XXXXX ----------------------------------- [SEAL] XXXXXX X. XXXXX, SECRETARY OF STATE 2094857 8310 AUTHENTICATION: 7910042 CHATTEM, INC. OFFICER'S CERTIFICATE Reference is made to (i) that certain Credit Agreement dated as of April 29, 1996 (as it may be amended, modified, extended or restated from time to time, the "CREDIT AGREEMENT") among Chattem, Inc. (the "Borrower"), the other Credit Parties party thereto, the Lenders party thereto and NationsBank, N.A., as Agent and (ii) that certain Working Capital Credit Agreement dated as of April 29, 1996 (as it may be amended, modified, extended or restated from time to time, the "WORKING CAPITAL CREDIT AGREEMENT"); all capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement and Working Capital Credit Agreement.
State of Delaware. Each of the parties to this Agreement agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
