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INDEMNITY AGREEMENT


(the "Company")


IN VOLUNTARY LIQUIDATION



Indemnity in respect of the appointment of aLiquidator
THE AGREEMENT OF INDEMNITY is made this [ ] day of 201
BETWEEN:

  1. or if no parent company then Name of Beneficial Owner(s)
    ("the Parent or Beneficial Owners");
  2. Glenn Harrigan of CCP Financial Consultants Limited("the Liquidator"); and

  3. ("the Company").

WHEREAS:

(A)     It is intended that the Liquidator shall be appointed as Liquidator of the Company by a resolution in writing to be passed by the director(s) of the Company on or after:.

(B)     The Liquidator has agreed to act as Liquidator of the Company subject to the Company and the Liquidator being given the indemnity hereinafter contained.

NOW WITNESSES as follows:

  1. In consideration of the Liquidator consenting to act as Liquidator of the Company pursuant to the authority contained in a resolution of the Company to be passed on or after (Insert Date), the Parent/Beneficial Owner hereby undertakes to indemnify and keep indemnified and saved harmless the Liquidator against all actions, claims, proceedings, demands, costs, expenses and liabilities whatsoever which the Company, the Liquidator or any of them may in the course of the conduct of the liquidation suffer, incur or render themselves liable or which may fall upon them, and without prejudice to the generality of the foregoing all or any of the following:
    • any liability properly incurred by the Liquidator or either of them in connection with the winding-up by them of the Company including without limitation, legal accountancy and other fees, charges and disbursements which have been or may be incurred by them in the conduct of the liquidation and also such remuneration, fees, expenses or commission that the Liquidator or their firm may charge or to which the Liquidator may be or become entitled;
    • any liability to a creditor of the Company claiming to be secured or asserting reservation of title or to a purchaser of the subject matter of such a claim or assertion or to a creditor of the Company claiming any other interest in the assets of the Company;
    • any liability to any creditors of the Company entitled to be paid in priority to the members including without limitation any liability for corporation or income taxes of the Company;
    • any liability arising by reason of the Liquidator acting upon the authority of the resolutions of the Company referred to above in this clause.

      The payment of monies under this Agreement shall be recoverable from and enforceable against the Parent / beneficial owner notwithstanding the invalidity for any reason of or any defect in the appointment of the Liquidator.

      PROVIDED THAT nothing herein contained shall create or incur any liability on the part of the Parent / Beneficial owner arising from any wrongful act or wrongful omission or negligence of the Liquidator or of any third party acting at the request or under the direction of the Liquidator but excluding from this proviso for the avoidance of doubt anything done or not done by the Liquidator or such third party pursuant to the authority of the resolutions of the Company referred to above in this clause.

  2. This Agreement shall inure for the benefit of the successors, assigns and personal representatives of the Liquidator and any such person as aforesaid and be binding upon the successors in office and assigns of the Liquidator, and shall continue in full force and effect, notwithstanding the dissolution of the Company, until such time as the Liquidator’ duties cease.
  3. This Agreement shall be without prejudice to any right of indemnity for which by law the Liquidator or either of them or any such person as aforesaid or the Company is entitled and shall continue in full force and effect notwithstanding that the Liquidator or either of them shall cease to act as Liquidator of the Company.
  4. This Agreement will be governed by, and interpreted in accordance with, the laws of the British Virgin Islands. The Courts of the British Virgin Islands shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement, and any matter arising from it.

IN WITNESS whereof this Agreement has been executed the day and year first above written.





Signature :
Name:
Company Name:
Title:
Date:





Signature :
Glenn Harrigan
CCP Financial Consultants Limited
Title:
Date: