LIABILITY COMPANY Clause Samples

LIABILITY COMPANY. So long as the Company shall act in good faith in performing, discharging and observing its duties hereunder, neither Company nor its employees shall be liable or accountable to the Consultant, in damages or otherwise, for any error of judgment, any mistake of fact of law, or any other act or thing which it or its employees may do or refrain from doing in connection with its duties and obligations hereunder, except in the case of its or its employees' gross negligence or intentional misconduct.

LIABILITY COMPANY. By A. Lawr▇▇▇▇ ▇▇▇▇▇ -------------------------------- Name: A. Lawr▇▇▇▇ ▇▇▇▇▇ Title: GEOR▇▇ ▇▇▇▇▇▇▇▇ /s/ Geor▇▇ ▇▇▇▇▇▇▇▇ --------------------------------- JAME▇ ▇▇▇VER /s/ Jame▇ ▇▇▇ver ----------------------------------- LEE ▇▇▇▇▇ /s/ Lee ▇▇▇▇▇ ----------------------------------- ALFR▇▇ ▇▇▇▇▇ /s/ Alfr▇▇ ▇▇▇▇▇ ----------------------------------- 21 18

LIABILITY COMPANY.  Certificate of Legal Existence for Limited Liability Company from the Secretary of State of the Commonwealth of Massachusetts which evidences the filing of said limited liability company with the State Secretary and which names the appropriate manager(s) or real estate signatory(ies). Any document must be executed by the appropriate manager(s) or real estate signatory(ies). If no manager or real estate signatory is designated, documents must be executed by all of the members of the limited liability company or satisfactory evidence must be submitted to the Company which establishes the authority for those individuals or entities signing the documents on behalf of the limited liability company.  NOTE: The above requirement will apply for domestic limited liability companies and also for those foreign limited liability companies who have filed as such with the State Secretary.  CAVEAT: If the manager or real estate signatory is another entity, such as a limited partnership or corporation, the usual and customary evidence of legal existence and authority for those entities should also be obtained.  Additionally, any deed conveying property by the limited liability company must contain one of the following statements: If either one of the above statements cannot be made, then an excise tax waiver pursuant to M.G.L. Ch. 62C, § 52 must be obtained and recorded.  Deed must state the marital status of grantor and waive all homestead rights of grantor and any other persons entitled to homestead rights pursuant to M.G.L. c. 188 or a statement that the land is not homestead property of grantor and that there are no other persons residing in the land who are entitled to homestead protection. NOTE: THE COMPANY RESERVES THE RIGHT TO MAKE ADDITIONAL REQUIREMENTS AND/OR EXCEPTIONS ONCE THE TERMS OF THE TRANSACTION HAVE BEEN COMPLETELY DISCLOSED TO ▇▇▇▇▇▇▇ TITLE GUARANTY COMPANY. The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company.

LIABILITY COMPANY. DATED AS OF SEPTEMBER 26, 1997 -------------------------- =========================================================================== TABLE OF CONTENTS -----------------

LIABILITY COMPANY o LIMITED LIABILITY PARTNERSHIP. o OTHER (Including Employment Benefit Plans and Trusts, Individual Retirement Accounts, and KEOUGH Plans).

LIABILITY COMPANY. The undersigned represents and warrants that the undersigned is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization; that the execution, delivery and performance of this guarantee are within the undersigned's company powers and have been duly authorized by all necessary action of its members; and that each person executing this guarantee has the authority to execute and deliver this guarantee on behalf of the undersigned. IF THE UNDERSIGNED IS A PARTNERSHIP: The undersigned represents and warrants that the undersigned is a partnership duly formed under the laws of the state of its formation; that the execution, delivery and performance of this guarantee are within the undersigned's partnership powers and have been duly authorized by all necessary action of its partners and do not contravene the provisions of its partnership agreement; and that each person executing this guarantee has the authority to execute and deliver this guarantee on behalf of the undersigned. Any and all payments by the undersigned hereunder shall be made free and clear of and without deduction for any and all present or future taxes, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on any Lender's net income and franchise taxes imposed on any Lender by any jurisdiction or any political subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the undersigned shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this paragraph) such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the undersigned shall make such deductions and (iii) the undersigned shall pay the full amount deducted to the relevant taxing authority or other governmental authority in accordance with applicable law. The undersigned shall, jointly and severally, pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect...

LIABILITY COMPANY. As the organizer quality cruises both in its capacity as owner, as charterer, the obligations of the Company are defined by the combined provisions of the Code of Tourism and the specific and full law applicable to the navigation of the vessel assigned to the cruise and in the absence of such a law to that of the law of 15 June 1895 and the present conditions that the cruise line acknowledges. The liability of the Company may be engaged only because of the crew or the fact the boat. Any discrepancy must be reported to the ▇▇▇▇▇▇. The Company cannot be held responsible for any damage suffered by the passengers ashore: injuries, accidents, losses, deficiencies, delays, transport defects, etc .. due to external companies such as airlines, hotels, incoming agencies, restaurateurs, suppliers … All additional services (transport, accommodation, transfers, …) reserved in addition to the cruise are not its responsibility. Regarding the liability of the Company to passengers and third parties, it is ensured for physical or material by RC passenger warranty, navigation, retirement.

LIABILITY COMPANY. Please supply the following: ▪ A copy of the partnership/limited liability agreement ▪ A copy of the Authorised Signatory List ▪ A copy of a document listing of all partners/members who own or are entitled to 25% or more of the partnership capital. ▪ Identification and verification of the General Partner/Managing Member to the appropriate standard e.g. (see Individual, Company etc., requirements) plus one other partner or one authorised signatory. ▪ Dependant on the risk rating determined by the administrator, the documents listed below may also be required ▪ Verification of the identity of all partners who own more than 25% of the partnership capital, profit or voting rights or otherwise exercise control over the management of the entity ▪ A second proof of address is required for individual Partners/ signatory/ Beneficiaries ▪ Certified true copy of the audited financial accounts or Source of Wealth letter for the underlying beneficial owner ▪ All documents must be Originally Certified ▪ Certified** authorised signatory list and properly authorised mandate of persons completing the form to act on behalf of the applicant; ▪ Documentary evidence of the regulatory status of the applicant (e.g. Inland Revenue Approval), please contact the Administrator for further details of documents required; and ▪ Details of beneficiaries (where ascertainable) ▪ Registered and (where applicable) Business Address of the Trust ▪ Certified copy of Trust Deed setting out the following points ▪ Full name of the Trust. ▪ Nature and purpose of the Trust ▪ Jurisdiction in which the Trust was established ▪ The names of all of the Trustees ▪ Names of any and all Controllers, Protectors and/or Settlors ▪ The details (name & address) of any beneficiaries that may be entitled to at least 25% of the trust property ▪ Copy of the Authorised Signatory List ▪ Identification and verification of two Trustee(s) or one Trustee and one Signatory to the appropriate standard (i.e. Individual, Company, etc.) ▪ Dependant on the risk rating determined by the administrator, the documents listed below may also be required ▪ Verification of the identity of all beneficiaries who entitled to at least 25% of the Trust property in accordance with appropriate standard i.e. individuals ▪ A second proof of address is required for individual Partners/signatory/beneficial owners ▪ All documents must be Originally Certified

LIABILITY COMPANY. If the Single Purpose Entity is a limited liability company, to be a special purpose entity, each managing member shall be a special purpose corporation. If such limited liability company has more than one managing member, then such limited liability company shall continue (and not dissolve) for so long as a solvent managing member exists. Consequently, both the Limited Liability Company’s articles of organization and the certificate of incorporation of its outside member will have to meet certain requirements to be considered special purpose entities. Such requirements are as follows: