XXXXXX. Each of Xxxxxx Industries, Inc., Xxxxxx International Finance Inc., Xxxxxx Drilling Technologies USA, Inc. and Xxxxxx Drilling Holdings Inc. (collectively, the “Selected Subsidiaries” and each, a “Selected Subsidiary”), has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases properties or conducts business, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; All outstanding shares of capital stock of the Significant Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest, other than any perfected security interest in favor of the Company or a Significant Subsidiary and, to the knowledge of such counsel, any other security interests, claims, liens or encumbrances other than any liens, encumbrances, equities or claims in favor of the Company or a Significant Subsidiary; To the knowledge of such counsel, there is no pending or threatened material action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement, the Disclosure Package or the Prospectus which is not disclosed in the Registration Statement, the Disclosure Package or the Prospectus as required or any contracts or other documents that are required to be described in the Registration Statement, the Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed; and Neither the issue and sale of the Shares, the consummation of any other of the transactions contemplated by this Agreement and the Certificate of Designations, including the issuance of the Shares and the issuance of the Maximum Number of Common Shares issuable by the Company in accordance with the terms of the Certificate of Designations, nor the fulfillment of the...
XXXXXX. MATAYO, Mujasi. LATUSA, Sekibobo. MATAYO, Kaima. YOKANA, Kitunzi. SANTI SEMINDI, Kasuju. ANDEREA, Kimbugwe SEREME, Mujasi, COPRIEN LUWEKULA. NOVA, Jumba, Gabunga. FERINDI, Kyabalongo SAULO, Lumana. YOKANO BUNJO, Katikiro, of Namasole. YOSEFU, Katambalwa. ZAKAYO, Kivate, HEZIKIYA, Namutwe. ALI, Mwenda, NSELWANO, Muwemba. SEMIONI SEBUTA, Mutengesa. NJOVU YUSUFU Kitambala, his X xxxx. KATA, Nsege. The Uganda Agreement (alternatively the Treaty of Mengo) of March 1900 formalized the relationship between the Kingdom of Uganda and the British Uganda Protectorate. It was amended by the Buganda Agreement of 1955 and Buganda Agreement of 1961. Background Prior to 1894, the local African political entities consisted of either chieftainships or kingdoms. The area that has been known as Uganda since the reign of King Sunna, was inhabited by many ethnic groups with distinct languages, cultures, traditions, and socio-political systems, the Kingdom of Uganda being the most powerful political entity in the region. The first direct contact between Uganda and the outside world came with the arrival of Arab Muslim traders from Zanzibar in 1884. In 1877, the first missionaries from the Anglican Church of England arrived in Buganda, followed by the Roman Catholics two years later. It was notable that the British colonial officials entered Uganda through a centralized kingdom rather than through a succession of disconnected societies, as they had elsewhere in eastern Africa. Their arrival in Uganda was complicated by the presence of Catholic and Protestant missionaries and the ensuing Buganda succession war of 1888-1892. This religious-inspired civil war coincided with the imperial ambitions of Britain, which was trying to secure Uganda as its colony because of its importance with regard to access to the Nile. During the war, British colonial officials, following chief agent Captain Xxxxxxxxx Xxxxxx of the Imperial British East Africa Company (IBEAC), lent their support to the Protestant faction led by chief minister (Katikiro) Apollo Kagwa. Soon, the IBEAC relinquished its control over Uganda after the wars had driven it into bankruptcy. At the request of Xxx Xxxxxx Portal, Xxxxxx Xxxxxx, Xxxxxx of Eastern Equatorial Africa and later Xxxxxx of Uganda, urged the British authorities to take over Uganda. On May 29, 1893, a treaty between Portal and Kabaka Mwanga informally ensured Uganda as a British Protectorate. On August 27, 1894, Mwanga was co...
XXXXXX. MATAYO, Mujasi. LATUSA, Sekibobo. MATAYO, Kaima. YOKANA, Kitunzi. SANTI SEMINDI, Kasuju. ANDEREA, Kimbugwe SEREME, Mujasi, COPRIEN LUWEKULA. NOVA, Jumba, Gabunga. FERINDI, Kyabalongo SAULO, Lumana. YOKANO BUNJO, Katikiro, of Namasole. YOSEFU, Katambalwa. ZAKAYO, Kivate, HEZIKIYA, Namutwe. ALI, Mwenda, NSELWANO, Muwemba.
XXXXXX. If the member for Xxxxxxxx had any passion she would have asked about the money. Did she not ask the Minister for the Environment or the Minister for Racing and Gaming where the percentage was in this? Did she not say that the minister had issued a press release saying that this money would clean up the environment of the Swan and Canning Rivers? I would have asked where it was. Xx X.X. Xxxxxxxx: Will you take an interjection? Xx X.X. XXXXXX: No. I know the member for Xxxxxx Cove wishes to move an amendment to my amendment. I will leave her to deal with that, but she should not knock out my amendment. I want to make sure that the board has to spend 50 per cent—the member for Xxxxxx Cove will say at least 50 per cent—of the levy on projects approved by the rivers management minister for the protection and enhancement of ecological benefits and amenity of the Swan and Canning Rivers and associated lands. That is fair enough. There will be more money than they would normally have and there will be a 100 per cent increase in the levy, from one per cent to two per cent. In that way we will be making sure that the board does what the Labor Party says it will do, which is to contribute some money, even though it is a drop in the river, to the environment of the Swan and Canning Rivers. It is very important, and therefore I move — , following both Houses of Parliament approving an agreement between the Minister, Burswood Nominees Ltd and Burswood Resort (Management) Limited, for the establishment of a fund to ensure that 50% of any levy received by the Board must be applied as designated under clause 23(1A)(c) Xx X.X. XXXXXXXX: I think this is a good amendment because we have been given assurances by the Treasurer that the money that is left over will go into the enhancement of the Swan and Canning Rivers. This amendment ensures that the money that is left over does that. We have been told that there is currently a surplus before the additional income comes on board. If there is a current surplus before it comes on board, I cannot see why at least 50 per cent of the additional income is cannot go to the sweetener for this xxxx, which is that the number of machines and the number of people who can xxxxxx at any one time at the casino are being increased, but additional revenue will come back and some of that additional revenue will be invested in the environment of the Swan and Canning Rivers. It may vary from year to year, which is why my concern with the member f...
XXXXXX. All insurance policies maintained by you pursuant to your lease which require that the landlord be named as an additional insured should be amended to reflect the new landlord and evidence thereof should be sent to the new landlord within 15 days following the date hereof. Very truly yours, SELLER: ------- GATEWAY CONNECTICUT PROPERTIES, INC., a California corporation By: ----------------------------- Name: Title: EXHIBIT I NON-FOREIGN ENTITY CERTIFICATE ------------------------------ Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by GATEWAY CONNECTICUT PROPERTIES, INC., a California corporation ("Transferor"), the undersigned hereby certifies on behalf of Transferor:
XXXXXX. The member for Cottesloe indicated that page 8 of this agreement states that the passage of the xxxx must be secured prior to 30 June, or such later dates as the parties may agree, so there is some flexibility; the minister was going to answer why that was. Xx X.X. XXXXX: I am advised by the department that, in accordance with what I was talking about earlier related to the leases, those leases, and the future of those leases, are negotiated between BHP and the third parties. The government is not privy to those commercial negotiations. However, the parties involved in the negotiations agreed to have a set date for the passage of this xxxx, so that those leases can be transferred over in accordance with whatever commercial negotiations and agreements are in place.
XXXXXX. In the event Xx. Xxxxxx voluntarily terminates his employment with the Corporations during the Term of this Agreement, Xx. Xxxxxx shall receive no severance payments.
XXXXXX. For the consideration set forth in this Agreement and txx xxxxxx covenants of Rogue Wave and Ms. Walker, Ms. Walker hereby releases, acquits and forever discharxxx Xxxxx Waxx, xxx xxfiliated corporations and entities, its and their officers, directors, agents, representatives, servants, attorneys, employees, shareholders, successors and assigns of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known or unknown, suspected and unsuspected, disclosed and undisclosed, liquidated or contingent, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the Execution Date, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with Ms. Walker's employment with Rogue Wave or the conclusion of that exxxxxxxxx; xlaims or demands related to salary, bonuses, commissions, incentive payments, stock, stock options, or any ownership or equity interests in Rogue Wave, vacation pay, personal time off, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; claims pursuant to any federal, any state or any local law, statute, common law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; attorney's fees under Title VII of the federal Civil Rights Act of 1964, as amended, or any other statute, agreement or source of law; the federal Americans with Disabilities Act of 1990; the Family and Medical Leave Act; the Employee Retirement Income Security Act; the Colorado Discrimination and Unfair Employment Act, tort law; contract law; wrongful discharge; discrimination; harassment; fraud; misrepresentation; defamation; libel; emotional distress; and breach of the implied covenant of good faith and fair dealing.
XXXXXX. I thought the member for Vasse referred to some concerns being raised about this agreement by some of these other miners—is that right? Everyone is happy? Xx X.X. Xxxxx: I will find out. Xx X.X. XXXXXX: Everyone is happy? That is fine. Xx X.X. XXXXX: I am advised that at least one of the advisers has been approached by Mr Xxxxx Xxxxxx, who, as I indicated earlier, acts for some of the third parties. The issue of any pressure put on the government as to the timing was not raised at all. The issue that Xxxxx Xxxxxx raised with both my adviser and the department was one of process as opposed to timing. Timing is an issue covered in the commercial discussions between BHP and the third parties—the people who are going to take those leases over.
XXXXXX. Mx. Xxxxxx is a Florida attorney and businessman. He is also the founder and President of SIDI, a diversified holding company, which, among other ventures, owns Millennium Licensing Company, owner of the U.S. "MILLENNIUM" trademark for the beverage industry; International Spirits Corporation, Tampa Hotel Development Group and Mad Dogs and Englishmen Restaurant. From 1985 to 1987, Mx. Xxxxxx served as a tax attorney for Axxxxx Axxxxxxx & Co.. Mx. Xxxxxx graduated Tulane University in 1981 and received his Juris Doctorate and Masters of Business Administration in 1985. AXXXXXX X. XXXXXXXXXX, a co-founder of Health-Pak, Inc., a New York corporation, ("Health") The Company's wholly owned subsidiary, has served as President, Chief Executive Officer and Chairman of the Board of directors of the Company since April 30, 1991. He has held the same positions with Health since its formation in April 1985. From May 1980 until formation of Health in 1985, Mx. Xxxxxxxxxx was employed as a senior procurement specialist by the Utica, New York based North American Division of International Computers Ltd., a British corporation. From 1970 until 1980, mx. Xxxxxxxxxx was general manager of Disposable Profiles/Spartan Healthcare Inc.("Disposable"), also based in Utica, New York, a wholly-owned subsidiary of the Palm Beach Company of Cincinnati, Ohio, which manufactured and marketed nonwoven disposable products for the medical market. In his capacity as general manager of Disposable, Mx. Xxxxxxxxxx among other responsibilities, was charged with the development of that company's sterilized product line.