The Liquidators Sample Clauses

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The Liquidators. 19.1 The Liquidators are entering into and signing this agreement as agents of RG and have been acting in that capacity in the negotiation, preparation and implementation of this agreement. 19.2 The Liquidators and their staff, employees, advisers and agents shall incur no personal liability whatsoever in respect of any matter referred to in this agreement or any other deed, instrument or document entered into pursuant to it and, without prejudice to the generality of the foregoing, in respect of any of the obligations undertaken by RG or in respect of any failure on the part of RG to observe, perform or comply with any such obligations or in relation to any associated arrangements or negotiations whether such liability would arise under the Insolvency ▇▇▇ ▇▇▇▇ or otherwise howsoever and any liability to which the Liquidators or their staff, employees, advisers and agents would otherwise be subject (whether in contract, tort or otherwise) is expressly excluded. 19.3 Without prejudice to clause 15 and sub-clause 18.3, in favour of the Liquidators and RG, all representations (including pre-contractual negligent and innocent misrepresentations) and warranties express or implied, and whether statutory or otherwise, relating to the subject matter of this agreement are excluded. 19.4 Any claim against RG and/or against the Liquidators, or their firm or their partners, employees, agents advisers or representatives shall, in any event, notwithstanding the above exclusions of liability, be irrevocably waived unless made in writing by notice to the Liquidators not later than 90 days after the date hereof, the first day of such 90 days' period to be the day immediately following the date hereof. 19.5 The exclusion of liability in this agreement shall: 19.5.1 arise and continue notwithstanding the termination of the Liquidators' agency before or after the signing of this agreement and shall operate as waivers of any claims in tort as well as under the law of contract; 19.5.2 be in addition to and not in substitution for and notwithstanding any right of indemnity or relief otherwise available; and
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The Liquidators. The Liquidators have entered into and signed this letter and would sign any separate agreement solely as agents for and on behalf of LBCCA. In their capacity as Liquidators, none of the Liquidators, their firm, officers, directors, staff, partners, employees, agents, advisors and representatives shall have any personal liability whatsoever in respect of (a) any of the obligations undertaken by LBCCA; (b) any failure on the part of LBCCA to observe, perform or comply with any such obligations; (c) under or in relation to any associated arrangements or negotiations; or (d) under any document or assurance made pursuant to this letter or any definitive agreement. Each party acknowledges and agrees that (a) in their capacity as liquidators, the Liquidators are parties to this letter and any definitive agreement solely for the purpose of obtaining the benefit of each provision of this Agreement in their favour; and (b) the Liquidators are the agents of LBCCA and shall incur no personal liability from acting in the capacity of agents or otherwise, nor shall any claim arise against any of them otherwise than against LBCCA.
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The Liquidators 
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Related to The Liquidators

  • The Liquidator The “Liquidator” shall mean a Person appointed by the Directors to oversee the liquidation of the Company. Upon the consent of a majority of the Membership Voting Interests, the Liquidator may be the Directors. The Company is authorized to pay a reasonable fee to the Liquidator for its services performed pursuant to this Article X and to reimburse the Liquidator for its reasonable costs and expenses incurred in performing those services. The Company shall indemnify, save harmless, and pay all judgments and claims against such Liquidator and any officers, directors, agents and employees of the Liquidator relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Liquidator, or any officers, directors, agents or employees of the Liquidator in connection with the liquidation of the Company, including reasonable attorneys’ fees incurred in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, except to the extent such liability or damage is caused by fraud, intentional misconduct, or a knowing violation of the laws which was material to the cause of action.

  • Liquidating Trustee Upon dissolution of the Partnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Board of Directors shall select one or more Persons to act as Liquidating Trustee. The Liquidating Trustee (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by holders of at least a majority of the Outstanding Common Units. The Liquidating Trustee (if other than the General Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal approved by holders of at least a majority of the Outstanding Common Units. Upon dissolution, removal or resignation of the Liquidating Trustee, a successor and substitute Liquidating Trustee (who shall have and succeed to all rights, powers and duties of the original Liquidating Trustee) shall within 30 days thereafter be approved by the holders of at least a majority of the Outstanding Common Units. The right to approve a successor or substitute Liquidating Trustee in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidating Trustee approved in the manner herein provided. Except as expressly provided in this Article XII, the Liquidating Trustee approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Board of Directors and the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.11(b)) necessary or appropriate to carry out the duties and functions of the Liquidating Trustee hereunder for and during the period of time required to complete the winding up and liquidation of the Partnership as provided for herein.

  • Liability of Liquidator The Liquidator shall be indemnified and held harmless by the Partnership in the same manner and to the same degree as an Indemnitee may be indemnified pursuant to Section 7.7.

  • Company Assets Executive acknowledges that no trustee, officer, director or shareholder of Company or any Affiliate is liable to Executive in respect of the payments or other matters set forth herein.

  • Cash Liquidation 7 Certificate...................................................................7