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 Exhibit 10.28  


 
 

  Compensation of Conflicts Committee Members in Connection with Going Private Proposal    
    


        On February 19, 2009, the Board of Directors (the "Board") of Hiland Partners GP Holdings, LLC, the general
partner of Hiland Holdings GP, LP (the "Partnership"), authorized the Conflicts Committee of the Board (the "Conflicts Committee") to consider and respond to a proposal made by Harold
Hamm, whereby Mr. Hamm and certain of his affiliates would acquire all of the outstanding common units of the Partnership that are not owned by Mr. Hamm, his affiliates or the Hamm
family trusts (the "Proposal"). The Conflicts Committee is composed of two independent directors, Dr. Bobby B. Lyle and Dr. Cheryl L. Evans. On February 19, 2009,
the Board determined that, for service on the Conflicts Committee in connection with the Conflicts Committee's consideration of the Proposal, all members of the Conflicts Committee will receive a
one-time fee of $30,000, in lieu of the prior arrangement of $1,000 per meeting. No additional fees are expected to be paid to the members of the Conflicts Committee for attending meetings of the
Conflicts Committee during the time period in which the Conflicts Committee is considering the Proposal. The fees payable to the members of the Conflicts Committee are in addition to the annual fees
received by such directors for their services as a member of the Partnership's Board and other committees thereof. 











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Compensation of Conflicts Committee Members in Connection with Going Private Proposal
No. 1306.

#### Uyeki *v.*Styer, Commanding General.

June 10, 1946.

A petition for writ of certiorari having been granted in this case, *post,*p. 832, it is ordered that all further proceedings in this matter be stayed pending the final disposition of this case by this Court.
<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS CONTAINED IN
THE COMPANY'S FORM 10-Q FOR THE QUARTER ENDED JUNE 28, 1996, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-28-1996
<CASH>                                           6,080
<SECURITIES>                                    29,011
<RECEIVABLES>                                    2,454
<ALLOWANCES>                                         0
<INVENTORY>                                      3,811
<CURRENT-ASSETS>                                42,856
<PP&E>                                          21,854
<DEPRECIATION>                                   4,210
<TOTAL-ASSETS>                                  73,744
<CURRENT-LIABILITIES>                            6,205
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            13
<OTHER-SE>                                      65,833
<TOTAL-LIABILITY-AND-EQUITY>                    73,744
<SALES>                                          3,718
<TOTAL-REVENUES>                                 4,257
<CGS>                                            1,946
<TOTAL-COSTS>                                    8,853
<OTHER-EXPENSES>                                12,467
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (15,577)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (15,577)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (15,577)
<EPS-PRIMARY>                                   (1.17)
<EPS-DILUTED>                                   (1.17)
        

</TABLE>
IV 

108TH CONGRESS 

1ST SESSION H. RES. 289

Congratulating El Dorado Park South for winning first prize in the 

Neighborhood of the Year contest. 

IN THE HOUSE OF REPRESENTATIVES 

JUNE 19, 2003

Ms. MILLENDER-MCDONALD submitted the following resolution; which was 

referred to the Committee on Government Reform 

RESOLUTION

Congratulating El Dorado Park South for winning first prize 

in the Neighborhood of the Year contest.

Whereas, on May 24, 2003, El Dorado Park South, a community located in Long Beach, California, won first prize 

in the Neighborhood of the Year contest sponsored by 

Neighborhoods, USA; 

Whereas, in 1975, Neighborhoods USA was created in an effort to share information and experiences toward building 

stronger communities; 

Whereas the Neighborhood of the Year contest aims at furthering such goals; 

Whereas entries are judged based on their level of innovation, 

among other criteria, and awards are distributed in categories for Physical Revitalization in a Single Neighbor-
2

•HRES 289 IH 

hood, Social Revitalization in a Single Neighborhood, and 

Multi-Neighborhood Project Partnerships; 

Whereas El Dorado Park South earned first prize in the Social Revitalization category for its recorded entry entitled, 

‘‘An Evening of Original Owners,’’ which documented 

stories from 50 original home-owners about life in the 

community when it was built in 1953; 

Whereas, in previous years, four other Long Beach communities have placed among the finalists in the Neighborhood of the Year competition; and 

Whereas El Dorado Park South is the first Long Beach community to win first place in the Neighborhood of the Year 

contest: Now, therefore, be it

1 Resolved, That the House of Representatives—

2 (1) recognizes the outstanding achievement of 

3 El Dorado Park South in creating ‘‘An Evening of 

4 Original Owners’’; and 

5 (2) congratulates El Dorado Park South for re6 ceiving the honor of becoming the first Long Beach 

7 community to win first prize in the Neighborhood of 

8 the Year competition.

Æ
<PAGE>

                                                                    EXHIBIT 32.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

   PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)

      The undersigned executive officer of Anchor BanCorp Wisconsin, Inc. (the
"Registrant") hereby certifies that the Registrant's Form 10-Q for the three
months ended September 30, 2004 fully complies with the requirements of Section
13(a) of the Securities Exchange Act of 1934 and that the information contained
therein fairly presents, in all material respects, the financial condition and
results of operations of the Registrant.

                        /s/ Douglas J. Timmerman
                        --------------------------------------------------------
                        Douglas J. Timmerman, Chairman of the Board, President
                        and Chief Executive Officer

November 5, 2004

NOTE: A signed original of this written statement required by Section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to Anchor BanCorp Wisconsin, Inc.
and will be retained by Anchor BanCorp Wisconsin, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.

                                       36
**EXHIBIT 32**

CERTIFICATION REQUIRED UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF        2002

 

In connection with the filing of the financial statements of Ophthalmic        Imaging Systems (“Registrant”) for the quarter ended March 31, 2008 (the        “Report”), each of the undersigned hereby certifies, to such officer’s        knowledge, that:

         

| 1. | The Report fully complies with the requirements of section                        13(a) or 15(d) of the Securities Exchange Act of 1934, as amended,;                        and |
|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| 2. | The information contained in the Report fairly presents, in                        all material respects, the financial condition and results of operations of                        Registrant. |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

 

| Date: May 14, 2008 |
|--------------------|

 

         

/s/ Gil Allon

Gil Allon

Chief Executive Officer

         

/s/ Ariel Shenhar

Ariel Shenhar

Chief Financial Officer

 

 

|   | 29 |
|--------|----|
**Exhibit 32.1**

 

**CERTIFICATION PURSUANT TO 18U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002**

 

 

In connection with the Quarterly Report of Authentidate Holding Corp.(the “Company”) on Form 10-Q for the period ending December 31, 2005 as filedwith the Securities and Exchange Commission on the date hereof (the “Report”),the undersigned, being, Surendra Pai, Chief Executive Officer of the Company,and Dennis H. Bunt, Chief Financial Officer of the Company, respectively, doeach hereby certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of Section 13(a) or15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in allmaterial respects, the financial condition and result of operations of theCompany.

 

 

Dated: February 9, 2006

 

 
| /s/Surendra Pai         |                    | /s/Dennis H. Bunt |   |
|-------------------------|-------------------------|-------------------|--------|
| Chief Executive Officer | Chief Financial Officer |

 

----
No. 1078.

#### Jeskowitz *v.*Carter, Trustee in Bankruptcy.

May 6, 1946.

*Archibald Palmer*for petitioner.

*Joseph Glass*for respondent.

Petition for writ of certiorari to the Circuit Court of Appeals for the Second Circuit denied.
#### Janice M. HENDERSON, Plaintiff-Appellant, v. CYPRESS MEDIA, INC., doing business as Kansas City Star, Defendant-Appellee.

No. 12-3196.

United States Court of Appeals, Eighth Circuit.

Submitted: April 4, 2013.

Filed: April 25, 2013.

Janice M. Henderson, Kansas City, MO, pro se.

Amy Michelle Fowler, Timothy A. Hilton, John Russell Phillips, Husch & Blackwell, Kansas City, MO, for Defendant-Appellee.

Before WOLLMAN, BOWMAN, and GRUENDER, Circuit Judges.

PER CURIAM.

Janice Henderson appeals the district court’s1 dismissal of her complaint asserting various claims against her former employer, Cypress Media, Inc. The district court dismissed her complaint for failure to state a claim. Upon careful review, we conclude that the district court did not err in dismissing Henderson’s complaint, *see Levy v. Ohl,*477 F.3d 988, 991 (8th Cir.2007) (de novo review of dismissal for failure to state claim), and we additionally conclude that the district court did not abuse its discretion in denying her motion for appointment of counsel, *see Davis v. Scott,*94 F.3d 444, 447 (8th Cir.l996)(trial court has broad discretion to decide whether both plaintiff and court will benefit from appointment of counsel); *Rayes v. Johnson,*969 F.2d 700, 702 (8th Cir.1992)(eivil litigant has no constitutional or statutory right to court-appointed attorney). We thus affirm. *See*8th Cir. R. 47B.

1

. The Honorable Ortrie D. Smith, United States District Judge for the Western District of Missouri.
Michigan Supreme Court Lansing, Michigan

Robert P. Young, Jr.,
Chief Justice

Michael F. Cavanag h Marilyn Kell y Stephen J. Markma n Diane M. Hathawa y Mary Beth Kell y Brian K. Zahra,
J ustices

I, Corbin R. Davis, Clerk of the Mi chigan Supreme Cour t, certify that the foregoing is a true and complete copy of the order entered at the direction of the Court.

_______________________________________ __ Clerk September 6, 2011

d0829 

# Order

September 6, 2011

142350(123)

In re Estate of JEWELL ANDERSON, a Protected Person.

_____________ _______________ _____________ TIMOTHY FLYNN, Conservator of Jewell Anderson, a Protected Person Petitioner-Appellee,

v SC: 142350 COA: 292036 Oakland PC: 2004-295192-GA DIANE ANDERSON, Intervening Plaintiff-Appellant, and

DAVID C. ANDERSON, Intervening Plaintiff.

________________ _______________ __________/

On order of the Court, the motion for r econsideration of this Court’s April 25, 2011 order is considered, and it is DENIED, because it does not appear that the order was entered erroneously.
<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                          66,331
<SECURITIES>                                 2,524,859
<RECEIVABLES>                                    8,768
<ALLOWANCES>                                      (83)
<INVENTORY>                                     10,429
<CURRENT-ASSETS>                                     0
<PP&E>                                          29,840
<DEPRECIATION>                                (18,427)
<TOTAL-ASSETS>                               2,652,195
<CURRENT-LIABILITIES>                                0
<BONDS>                                          3,635
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         7,120
<OTHER-SE>                                   1,888,252
<TOTAL-LIABILITY-AND-EQUITY>                 2,652,195
<SALES>                                         64,571
<TOTAL-REVENUES>                               145,706
<CGS>                                           50,728
<TOTAL-COSTS>                                   58,094
<OTHER-EXPENSES>                                11,615
<LOSS-PROVISION>                               (1,350)
<INTEREST-EXPENSE>                               2,549
<INCOME-PRETAX>                                 74,798
<INCOME-TAX>                                  (20,655)
<INCOME-CONTINUING>                             54,143
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    54,143
<EPS-BASIC>                                     7.60
<EPS-DILUTED>                                     7.60


</TABLE>
Order entered April 24, 2019

In The

Court of Appeals 

Fifth District of Texas at Dallas 

No. 05-18-01121-CR

No. 05-18-01122-CR

OSCAR PEREACRUZ, Appellant

V.

THE STATE OF TEXAS, Appellee

On Appeal from the 282nd Judicial District Court

Dallas County, Texas

Trial Court Cause Nos. F18-00276-S & F18-00275-S

ORDER

Before the Court are appellant’s April 22, 2019 motions for extension of time to file his 

brief. We GRANT the motions and ORDER appellant’s brief filed by June 6, 2019.

/s/ BILL PEDERSEN, III 

JUSTICE
#### RELIABLE MACHINE WORKS, Inc., v. FURTEX MACHINE CORP. OF AMERICA.

United States District Court S. D. New York.

June 4, 1951.

*526James & Franklin, New York City, Harold James, New York City, of counsel, for plaintiff.

Harry Price, New York City, for defendant.

S. H. KAUFMAN, District Judge.

Plaintiff moves pursuant to (1), Fed. Rules Civ.Proc. Rule 12(b) (6), 28 U.S. C.A., to strike paragraphs 8 and 9 of defendant’s counterclaim; (2) Rule 56(b) for a summary judgment dismissing the counterclaim; and, in the event that any portion of the counterclaim is not stricken, for separate trials of plaintiff’s action and the counterclaim and for an order placing plaintiff’s action on the non-jury calendar.

Plaintiff charges defendant with infringement of a patent on a machine used for the reconditioning of fur and fur garments, and seeks equitable relief against further infringement, and an accounting for general damages.

Defendant in its answer denies the commission of any acts of infringement and, by way. of a counterclaim, alleges violations by plaintiff of' certain sections of the anti-trust laws, 15 U.S.C.A. §§ 1, 2, 3, and 14, for which it seeks treble damages.

Paragraphs 8 and 9 of the counterclaim are defective in that they fail to allege any specific overt acts by plaintiff, but merely paraphrase the language of the statute. To state a cause of action under the anti-trust laws, specific facts must be stated showing that the statutes have been contravened and that as a consequence injury has resulted to the party complaining. Merrimac Hat Corporation v. Crown Overall Mfg. Co., D.C., S.D.N.Y. 1950, 91 F.Supp. 49; Brunswick-Balke-Collender Co. v. American Bowling & Billiard Corporation, D.C., S.D.N.Y.1942, 2 F.R.D. 487. The motion to strike paragraphs 8 and 9 is granted, with leave to amend.

Notwithstanding the striking out of paragraphs 8 and 9 of said complaint, paragraphs 10, 11 and 12 present issues of fact as a result of which plaintiff’s motion for a summary judgment on the counterclaim must be denied. A party has the right to a trial where the slightest doubt exists as to the facts in issue. Peckham v. Ronrico Corporation, 1 Cir., 1948, 171 F.2d 653, 657.

The motions by plaintiff for separate trials of the action and the counterclaim, and for assignment of the case to the non-jury calendar are denied.

Settle order on notice. ,
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Williams Industries,
Incorporated (the "Company") on Form 10-K for the Fiscal year
ending July 31, 2007, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Christ H. Manos,
Treasurer and Controller of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.

October 19, 2007

/s/ Christ H. Manos
---------------------
Christ H. Manos
Treasurer, Controller
No. 1168.

#### Krushinski *v.*Illinois.

May 20, 1946.

Petition for writ of certiorari to the Supreme Court of Illinois denied.
IN THE SUPREME COURT OF THE STATE OF MONTANA

No. DA 20-0355

STATE OF MONTANA,

Plaintiff and Appellee,

v.

MISTY JADE MITCHELL,

Defendant and Appellant.

ORDER

Upon consideration of Appellant’s motion for extension of time, and 

good cause appearing,

IT IS HEREBY ORDERED that Appellant is granted an extension 

of time to and including January 27, 2021, within which to prepare, file, 

and serve Appellant’s opening brief on appeal.

Electronically signed by:

Beth Baker

Justice, Montana Supreme Court

December 17 2020

12/17/2020

Case Number: DA 20-0355
Exhibit 21.1



WISCONSIN ELECTRIC POWER COMPANY
SUBSIDIARIES AS OF DECEMBER 31, 2003

The following table includes the subsidiaries of Wisconsin Electric Power Company, an electric, gas and steam utility incorporated in the state of Wisconsin, as well as the percent of ownership, as of December 31, 2003.  Wisconsin Electric is a wholly-owned subsidiary of Wisconsin Energy Corporation.



|                                  | State of        |          
|--------------------------------- | --------------- | ---------
|                                  | Incorporation   | Percent  
|Subsidiary (a)                    | or Organization | Ownership
|                                  |                 |          
|ATC Management Inc.               | Wisconsin       | 40.1%    
|American Transmission Company LLC | Wisconsin       | 34.59%   
|Bostco LLC                        | Wisconsin       | 100%     



|(a) | Omits the names of certain subsidiaries, which if considered in the aggregate as a single
|--- | -----------------------------------------------------------------------------------------
|    | subsidiary, would not constitute a "significant subsidiary" as of December 31, 2003.
#### DUHN OIL TOOL, INC., Plaintiff/Counterclaim-Defendant, v. COOPER CAMERON CORPORATION, Defendant/Counterclaim-Plaintiff.

Case No. 1:05-cv-01411-OWW-GSA.

United States District Court, E.D. California.

Jan. 24, 2011.

*1243Edward Richard Schwartz, Christie, Parker and Hale, LLP, Pasadena, CA, James M. Whitelaw, Joseph Edward Thomas, Kerri Ann Rich, William J. Kolegraff, Thomas Whitelaw and Tyler LLP, Irvine, CA, for Plaintiff/Counterelaim-Defendant.

Charles J. Rogers, Michael J. Guthrie, PHV, Thomas L. Warden, PHV, Conley Rose, P.C., Fields Alexander, PHV, Joe W. Redden, PHV, Beck Redden and Secrest, L.L.P., Manish B. Vyas, PHV, Cameron International Corporation, Houston, TX, Marcus Natale Dibuduo, Mark D. Miller, Sierra IP Law, PC, Fresno, CA, for Defendant/Counterclaim-Plaintiff.

ORDER GRANTING IN PART DEFENDANT CAMERON’S MOTION FOR PARTIAL SUMMARY JUDGMENT OF NO LOST-PROFITS DAMAGES

(Doc. 319 and 430)

OLIVER W. WANGER, District Judge.

Pending before this Court is Defendant Cameron’s Motion for Partial Summary Judgment of No Lost Profits Damages (Docket No. 319), including Cameron’s Supplemental briefing (Docket No. 430) directed to Duhn Oil Tool, Inc.’s (“Duhn Oil”) status as a holding company after its December 19, 2007 acquisition by Seaboard International, Inc. (“Seaboard”). Based on the parties’ submissions and the applicable law, the Court finds that Defendant’s Motion should be and is hereby GRANTED in part as follows.

After Seaboard’s acquisition of Duhn Oil, Duhn Oil’s operations were transferred to Seaboard. Duhn Oil is still in existence and has consolidated financial statements; however, the business expenses incurred to produce the frac mandrel products and the services related to the patented frac mandrel products are now incurred by Seaboard. Seaboard does all billing, invoices the frac mandrel products, receives the related revenue, and reflects the related revenue or loss on its consolidated financial statement. Duhn Oil has not assigned the patent-in-suit to Seaboard nor granted a license to Seaboard. This evidence establishes that, since the stock acquisition and restructuring of operations, as a matter of law, these profits and losses are, in effect, the profits and losses of Seaboard, a non-party.

As a matter of law, Duhn Oil is entitled to lost-profits damages for any alleged infringement of the '925 Patent only through the date Duhn Oil proves it actually practiced the invention and earned or lost income from these operations. Duhn Oil cannot recover lost profits after the date Duhn Oil’s '925 Patent operations ceased. The precise date when this occurred is a question of fact for the jury to decide. IT IS SO ORDERED.
Exhibit 23.1

                          INDEPENDENT AUDITORS' CONSENT



The Shareholders and the Board of Directors
Winn-Dixie Stores, Inc.:



We consent to the incorporation by reference in the Registration  Statement Nos.
33-42278  and  33-50039 on Form S-8 of  Winn-Dixie  Stores,  Inc. of our reports
dated August 2, 1999, relating to the consolidated  balance sheets of Winn-Dixie
Stores Inc.  and  subsidiaries  as of June 30, 1999 and June 24,  1998;  and the
related  consolidated  statements of earnings,  shareholders'  equity,  and cash
flows and related  consolidated  financial  statement  schedule  for each of the
years in the three year period ended June 30, 1999,  which reports appear in the
June 30, 1999 annual report on Form 10-K of Winn-Dixie Stores, Inc.



                                                             KPMG LLP



Jacksonville, Florida
August 11, 1999