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Exhibit 3.25
PAGE 1
DELAWARE
THE FIRST STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "MAXI DRUG NORTH, INC. " AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D.
2001, AT 9 O'CLOCK A.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SEVENTH DAY OF
MAY, A.D. 2003, AT 2:41 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
[SEAL]
3474265 8100H
040547037
/s/ Harriet Smith Windsor
-----------------------------------------
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 3256530
DATE: 07-27-04
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/28/2001
010676134 - 3474265
CERTIFICATE OF INCORPORATION
OF
MAXI DRUG NORTH, INC.
FIRST: The name of the Corporation is Maxi Drug North, Inc.
SECOND: The address of the Corporation's registered office in the State of
Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County
of New Castle. The name and address of the Corporation's registered agent at
such address is Corporation Service Company.
THIRD: The nature of the business and purposes to be conducted or promoted by
the Corporation are as follows:
To own and operate pharmacies and to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware, whether or not related to the foregoing, and to have and
exercise all of the powers conferred by the laws of the State of Delaware upon
corporations incorporated or organized under such Law.
FOURTH: The total number of shares of capital stock which the Corporation has
authority to issue is 3,000 shares of Common Stock with $0.01 par value per
share.
FIFTH: The name and mailing address of the sole incorporator are as follows;
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<Caption>
Name Mailing Address
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Julianne M. Ells Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
</Table>
SIXTH: In furtherance and not in limitation of powers conferred by statute, it
is further provided:
(a) Election of directors need not be by written ballot unless so provided
in the By-Laws of the Corporation.
(b) The Board of Directors is expressly authorized to adopt, amend or
repeal the By-Laws of the Corporation.
SEVENTH: The Corporation shall have and may exercise, to the fullest extent
permitted by Delaware law, and as provided in the By-laws as in effect from time
to time, the power to indemnify its officers, directors, employees and agents,
and persons acting at the request of the Corporation as directors, officers,
partners, members, trustees, employees or agents of other entities, whether
corporations, partnerships, joint ventures, limited liability companies, trusts
or other enterprises, or non-profit entities.
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EIGHTH: No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except to the extent that exculpation from liability is not permitted under the
General Corporation Law of the state of Delaware as in effect when such breach
occurred. Neither the amendment nor repeal of this Article EIGHTH nor the
adoption of any provision of this Certificate of Incorporation inconsistent with
this Article EIGHTH shall reduce, eliminate or adversely affect the effect of
this Article EIGHTH in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article EIGHTH, would accrue or arise, prior to
the effectiveness of such amendment, repeal or adoption.
NINTH: The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.
IN WITNESS WHEREOF, I have hereunto set my hand on December 28, 2001.
/s/ Julianne M. Ells
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Julianne M. Ells
Sole Incorporator
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