Campbell Telecopy: (410) 659-2701 if to Spinco: Abacus Innovations Corporation Telecopy: with a copy (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square 920 N. King Street Wilmington, DE 19801 Attention: Robert B. Pincus, Esq. Telecopy: (302) 434-3090 or to such other address or telecopy number and with such other copies, as such Party may hereafter specify for that purpose by notice to the other Party. Each such notice, request or other communication shall be effective (a) on the day delivered (or if that day is not a Business Day, on the first following day that is a Business Day) when (i) delivered personally against receipt or (ii) sent by overnight courier, (b) on the day when transmittal confirmation is received if sent by telecopy (or if that day is not a Business Day, on the first following day that is a Business Day), and (c) if given by any other means, upon delivery or refusal of delivery at the address specified in this Section 7.
Morris Nichols, Arsht & Tunnell LLP, special Delaware counsel to the Bank, the Transferor and the Issuer, shall have furnished to the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, substantially to the effect that:
Williams William W. Dolan, Trustee Debra Finehout of the Grace Duffey Trust --------------------------- ------------------------------------- Edward A. Berstling Barbara J. Baker /s/ NICOLE A. LONGRIDGE --------------------------- ------------------------------------- Nicole A. Longridge H.R. Williams Shareholders signed only as to and limited to Sections 1, 2, 3, 9.2 and 10.7: --------------------------- ------------------------------------- Stephen A. Michael William W. Dolan, Trustee of the Spencer Charles Duffey Irrevocable Trust under Agreement dated the 29th day of July, 1998 --------------------------- ------------------------------------- William W. Dolan William W. Dolan, Trustee of the Elizabeth Rosemary Duffey Irrevocable Trust under Agreement dated the 29th day of July, 1998 --------------------------- ------------------------------------- Robert T. Roth Scot Lance --------------------------- ------------------------------------- Scott Tannehill Joseph F. Movizzo
Phillips This letter is sent to you in accordance with Section 8(b) of the Trust Agreement, dated as of [date], between [name of Plan Sponsor] and Fidelity Management Trust Company. [I or We] hereby designate [name of individual], [name of individual], and [name of individual], as the individuals who may provide directions, on behalf of the Administrator, upon which Fidelity Management Trust Company shall be fully protected in relying. Only one such individual need provide any direction. The signature of each designated individual is set forth below and certified to be such. You may rely upon each designation and certification set forth in this letter until [I or we] deliver to you written notice of the termination of authority of a designated individual. Very truly yours, [SPONSOR] By [signature of designated individual] [name of designated individual] [signature of designated individual] [name of designated individual] [signature of designated individual] [name of designated individual]
Millwright The rest period provided for under Paragraph c) of this Subsection is eliminated to allow an employee to finish work 15 minutes earlier, or it may be worked and paid at the applicable wage rate.
Energy 1. The Parties shall endeavour to enhance cooperation in the energy sector with a view to:
Mitchell Hutchins obligation to pay compensation to PaineWebber as agreed upon pursuant to this paragraph 4 is not contingent upon receipt by Mitchell Hutchins of any compensation from the Fund or Series. Mitchell Hutchins shall advise the Board of any agreements or revised agreements as to compensation to be paid by Mitchell Hutchins to PaineWebber at their first regular meeting held after such agreement but shall not be required to obtain prior approval for such agreements from the Board.
Reid [NOTARY STAMP OF NOTARY PUBLIC in and for the State of Washington, DONNA J. REID] residing at Auburn. ------ My commission expires 2/17/94. ------- STATE OF WASHINGTON ) )ss. COUNTY OF KING ) On this 25 day of August, 1993, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Michael R. Mastro, to me known to be a General Partner of REDMOND EAST ASSOCIATES, and on behalf of such general partnership, acknowledged to me that he signed and sealed the foregoing instrument as the free and voluntary act and deed of said general partnership, for the uses and purposes therein mentioned.
Kirchner R.T. Kirchner Vice President /s/ John J. Byrnes ------------------------------------- John J. Byrnes Vice President STATE OF WASHINGTON ) ) ss.: COUNTY OF SPOKANE ) On the 17th day of December 2004, before me personally appeared Malyn Malquist, to me known to be a Senior Vice President of AVISTA CORPORATION, one of the corporations that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Corporation for the uses and purposes therein mentioned and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said Corporation. On the 17th day of December 2004, before me, Sue Miner, a Notary Public in and for the State and County aforesaid, personally appeared Malyn Malquist, known to me to be a Senior Vice President of AVISTA CORPORATION, one of the corporations that executed the within and foregoing instrument and acknowledged to me that such Corporation executed the same.
Print Name of Buyer By: ------------------------------- Name: Title: Date: ------------------------------- ANNEX 2 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers That Are Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: