Page:Federal Reporter, 1st Series, Volume 7.djvu/289

 GRAT V. IfATIONAL STBAM-SHIP CO. 277 �The agreement then provides as followsi" �(1) The Navigation Company and their liquidators will forthwith, by such means, deeds, acts, and assurances as may be necesgary or expedient in that behalf, convey, deliver, and malie over to the Steam-ship Com- pany all such real and personal property, capable of assignment and transfer, as are comprised in, or make up, or pertain to, the several items appearing under the head of asaets in the said books, papers, and docu- ments, and which books, papers, and documents it is agreed shall be given up to the Steam-ship Company. (2) The Steam-ship Company shall take such property. subject to the several rights and equities therein subsisting, and, in particular, to the discharge cl the several liabilities appearing in the said books, papefs, and documents ; and to all other lia- bilities, if any, of the Navigation Company to which said property is now subject. (3) As to all such parts of said property" as shall not be capable of assignment, the Navigation Company and the liquidators will stand seized and posgessed'of it in trust for the Steam-ship Company, and to be dealt with as the Steam-ship Company may from time to time direct. ^ (4) The property so agreea to be conveycd, shall, subject to saiid debts aiid liabilitiee Of the Nuvigalion Company, ftnd subjcctto -the' rights 'and equities aflecting it^ be held by the 8team-shjp Comp^inyi subject to the primary obligation of discharging all expenses connectpd "with th.e disso- lution and winding up of the Navigation Company, and all the liabilities to be incurred by the liquidators, as such< atid all thoneys necessary for the pufchase of the ihterest 6i any dissentient BJember of thesNavigatitm Company who shall be eatitled to, baye hi^ inj^erestipflrchased «pdg^ the companies' act^ 1862, and all njoneys which the liquidators may pay in pursuance of any arrangement or coinpromisewith ahy niemberof the Navigation Company, and subject to aaid paymente for the beneflt of the Steam-ship Company. (5) Thte Steam-ship Oo^patoyi will allot to. the liquidators so many of its fully paid-up siiares and preferential shares as will enable them to carry out the arrangement so proposed to the meni- bers of the Nav gation Company. (6) The liqUidators «111 allot said shares to the members of the Navigation Company^whose names appeared on the register of that company on the flfteejith of Augugt, 1867, willing to accept the same, in the proportion of three shares of £10 each, fully paid up, and one preferential share of £10, in the Steam-ship Coinpany, for oneshareof £100 in the Navigation Companj^i with £30 paid up. (7) The liquidators shall do all things necessary to pay for purchasing such interest of any dissentient member, and shall dispose of the shares in the Steam-ship Company to which the dissentient member would, but for his dissent, be entitled. (8) The Steam-ship Company will pay the several liabilities disclosed in said books, papers, and documents, and all other debts, if any, of the Navigation Company, and will devote and apply the real and personal property so to be made over to them to that purpose. (9) The Steam-ship Company will save harmless and keep indemnifled the liquidators from all liabilities in their capacity as such liquidators. (10) In case of dispute the matter in difference shall be settled by arbitration. �When this agreement was made the Navigation Company ��� �