Xxxxxx Xxxxxx Incorporated. Xxxxxx Xxxxxx International Inc. and Kraft Foods, Inc. have been duly incorporated and are existing corporations in good standing under the laws of their respective jurisdictions of incorporation, with corporate power and authority to own their respective properties and conduct their respective businesses as described in the Prospectus; all outstanding shares of capital stock of Xxxxxx Xxxxxx Incorporated, Xxxxxx Xxxxxx International Inc. and Kraft Foods, Inc. are owned by the Company, free and clear of any lien, pledge and encumbrance or claim of any third party; (iii) the Indenture and any Debt Warrant Agreement have been duly authorized, executed and delivered by the Company; the Indenture has been duly qualified under the Trust Indenture Act; the Securities have been duly authorized; the Purchased Securities other than any Contract Securities have been duly executed, authenticated, issued and delivered; the Indenture, any Debt Warrant Agreement and the Securities other than any Warrant Debt Securities and any Contract Securities constitute, and 5 any Warrant Debt Securities, when executed, authenticated, issued and delivered in the manner provided in the Indenture and sold pursuant to any Debt Warrant Agreement, and any Contract Securities, when executed, authenticated, issued and delivered in the manner provided in the Indenture and sold pursuant to Delayed Delivery Contracts, will constitute, valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, to general equity principles and any implied covenant of good faith and fair dealing; and the Securities other than any Warrant Debt Securities and any Contract Securities conform, and any Warrant Debt Securities and any Contract Securities, when so issued and delivered and sold, will conform, to the description thereof contained in the Prospectus; (iv) no consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by the Terms Agreement (including the provisions of this Agreement) in connection with the issuance or sale of the Purchased Securities by the Company, except such as have been obtained and made under the Act and the Trust Indenture Act and such as may be required under ...
Xxxxxx Xxxxxx Incorporated et al., C1-94-8565 (County of Xxxxxx, District Court, 2d Judicial Cir.).
Xxxxxx Xxxxxx Incorporated et al., C1-94-8565 (County of Xxxxxx, District Court, 2d Judicial Cir.).
(h) Each Original Participating Manufacturer will establish an index and other features to improve searchable access to the document images on its website, as set forth in Exhibit I.
(i) Within 90 days after the MSA Execution Date, the Original Participating Manufacturers will furnish NAAG with a project plan for completing the Original Participating Manufacturers' obligations under subsection IV(h) with respect to documents currently on their websites and documents being placed on their websites pursuant to subsection IV(d). NAAG may engage a computer consultant at the Original Participating Manufacturers' expense for a period not to exceed two years and at a cost not to exceed $100,000. NAAG's computer consultant may review such plan and make recommendations consistent with this Agreement. In addition, within 120 days after the completion of the Original Participating Manufacturers' obligations under subsection IV(d), NAAG's computer consultant may make final recommendations with respect to the websites consistent with this Agreement. In preparing these recommendations, NAAG's computer consultant may seek input from Settling State officials, public health organizations and other users of the websites.
(j) The expenses incurred pursuant to subsection IV(i), and the expenses related to documents of the Tobacco-Related Organizations, will be severally shared among the Original Participating Manufacturers (allocated among them according to their Relative Market Shares). All other expenses incurred under this section will be borne by the Original Participating Manufacturer that incurs such expense.
V. TOBACCO CONTROL AND UNDERAGE USE LAWS Each Participating Manufacturer agrees that following State-Specific Finality in a Settling State it will not initiate, or cause to be initiated, a facial challenge against the enforceability or constitutionality of such Settling State's (or such Settling State's political subdivisions') statutes, ordinances and administrative rules relating to tobacco control enacted prior to June 1, 1998 (other than a statute, ordinance or rule challenged in any lawsuit listed in Exhibit M).
Xxxxxx Xxxxxx Incorporated. Xxxxxx Xxxxxx International Inc. and Kraft General Foods, Inc. have been duly incorporated and are existing corporations in good standing under the laws of their respective jurisdictions of incorporation, with corporate power and authority to own their respective properties and conduct their respective businesses as described in the Prospectus; all outstanding shares of capital stock of Xxxxxx Xxxxxx Incorporated, Xxxxxx Xxxxxx International Inc. and Kraft General Foods, Inc. are owned by the Company, free and clear of any lien, pledge and encumbrance or claim of any third party;
Xxxxxx Xxxxxx Incorporated. 49.26 X.X. Xxxxxxxx Tobacco Company.............................24.49 Xxxxx & Xxxxxxxxxx Tobacco Corp...........................16.20 Lorillard Tobacco Company..................................8.77 United States Tobacco Company..............................1.28 ------ TOTAL 100.00 SCHEDULE B DESIGNATION OF TEXAS COUNSEL by the Attorney General Pursuant to section 21 of the Texas Fee Payment Agreement, I hereby identify as Texas Counsel: (1) Xxxxxx Xxxxxxx, Xxxx X. X'Xxxxx, P.C., Xxxx Xxxxx Xxxxxxxx, Jr., Xxxxx, Xxxxxx & Xxxxx, Inc., The Xxx Law Firm and Ness, Motley, Loadholt, Richardson & Xxxxx ("Private Counsel") and (2) the Law Offices of Xxxx X. Xxxx, P.C. ("Other Texas Counsel"). There are no other Texas Counsel entitled to seek any payment of attorneys' fees by Settling Defendants under the Settlement Agreement or the Texas Fee Payment Agreement. ----------------------------- Xxx Xxxxxxx Attorney General SCHEDULE C NOTICES State of Texas
Xxxxxx Xxxxxx Incorporated. By: -------------------------------- Xxxxx X.
Xxxxxx Xxxxxx Incorporated. Famous Value Brands Division 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Director, National Accounts Licensor: Core-Xxxx Interrelated Companies, Inc. 000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxx 000 Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: President
Xxxxxx Xxxxxx Incorporated. No. C1-94-8565, (filed August 17, 1994) (the "Action"), in the District Court of the State of Minnesota, County of Xxxxxx, Second Judicial District (the "Court");
Xxxxxx Xxxxxx Incorporated. X.X. Xxxxxxxx Tobacco Company: -------------------------- ----------------------------- Xxxxxx X. Xxxxxxxxxx, Esq. Xxxxxxx X. Xxxxx, Esq. Xxxxxx Xxxxxx Incorporated X.X. Xxxxxxxx Tobacco Company 000 Xxxx Xxxxxx 000 Xxxxx Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Xxxxxxx-Xxxxx, XX 00000 Fax: (000) 000-0000 Fax: (000) 000-0000 With a copy to: With a copy to: --------------- --------------- Xxxxx X. Xxxxxx, Esq. Xxxxxx X. Xxxxxx, Esq. Wachtell, Lipton, Xxxxx & Xxxx Xxxxx Xxxx & Xxxxxxxx 00 Xxxx 00xx Xxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000 Fax: (000) 000-0000 Fax: (000) 000-0000 Xxxxx & Xxxxxxxxxx Tobacco Corp.: Lorillard Tobacco Company: -------------------------------- ------------------------- F. Xxxxxxx Xxxxx, Esq. Xxxxxx X. Xxxxxxx, Esq. Xxxxx & Xxxxxxxxxx Tobacco Corp. Lorillard Tobacco Company 200 Xxxxx & Xxxxxxxxxx Tower 000 Xxxxx Xxxxxx Xxxx 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000 Fax: (000) 000-0000 Fax: (000) 000-0000 With a copy to: United States Tobacco Company: -------------- ----------------------------- Xxxxxxx X. Xxxxxx, Esq. Xxxxxxx X. Xxxxxxx Xxxxxxxx & Xxxxx UST Inc. 000 Xxxx Xxxxxxxx Xx. 000 Xxxx Xxxxxx Xxxxxx Chicago, IL 60601 Xxxxxxxxx, XX 00000 Fax: (000) 000-0000 Fax: (000) 000-0000
Xxxxxx Xxxxxx Incorporated et al. , Baltimore City Circuit Court, No. 96-122017- CL211487 (Md.)
