Form 26. hotel as a going concern, and accordingly this agreemt as a scheme of

Assets to be transferred.

Company to pay certain expenses, &c.

Company to issue certain paid-up shares.

As to wishes of creditors.

As to claims

by holder of bill of sale.

Release by claimants.

Company to

adopt certain

liabilities.

settlemt has been sanctioned by special resolutions of the creditors assembled at a meeting duly convened for the ppose in the matter of the sd liquidon, subject to the approval of the Ct, pursuant to the 28th section of the Bankruptcy Act, 1869.

Now IT IS HBY AGREED as follows:

1. The trustee shall assign, transfer, and deliver to the co all the estate and interest vested in him in the sd leases of Nos. 19, 21, and 22, X. Place afsd, and in the goodwill and business of the sd PHotel, and the fixtures, furniture, and effects, the ppty of the debtor, therein, other than and except the household furniture and effects claimed by the claimants, and his title to assign, transfer, and deliver as afsd shall be accepted by the co without question.

2. The co will, to the extent to which the balance in the hands of the trustee may be insufficient for those pposes, pay all the expenses, including rents, rates, taxes, and other outgoings and disbursemts incurred by the receiver and manager and trustee since the filing of the sd peton, and all other the expenses of and incidental to the sd peton and the sd liquidon, and the carrying on of the business of the sd hotel by such receiver and manager and trustee, and of and incidental to the scheme, and the assignmt, transfer, and delivery before mentioned; and will deliver to the mtgee debentures of the co for the sd sum of 2,000l., secured as a first charge upon the undertaking of the co. 3. The co will pay to the trustee in cash the sum of 1,335l. 2s. 6d. and will issue and deliver to the trustee, or his nominees the creditors as he may direct fully pd-up ordinary 17. shares of the co for 3,5007., or on the request and at the option of the trustee will, in lieu of such shares, pay in cash to the trustee one-fifth of their nominal value, or of so many of them as the trustee shall require.

4. The trustee will follow, as nearly as circes will permit, the wishes of the creditors respectively in claiming shares or cash pursuant to the preceding clause, provided such wishes are expressed to him in writing within one month after the approval by the Ct of the sd scheme. In default of any such expression of wish by any of the creditors, the trustee will act as if such defaulting creditors had respectively expressed a wish for cash.

5. The co will take all risk if any incident to the claim of the sd M. to the ppty in and possession of the chattels comprised in the sd bill of sale, and will indemnify the trustee from all claims, demands, and expenses in respect thereof.

6. The claimants will release the estate of the debtor from all claims and demands if any in respect of their sd several contracts, and the trustee will release his claim in respect of the sd household furniture and effects claimed under their sd several contracts.

7. The co agrees with the claimants to adopt upon modified terms and conditions, which have been arranged, the liabilities of the debtor under the sd several contracts.

8. The debtor agrees that he will (if he obtain his discharge under Form 26. the said liquidon, and immediately thereupon) enter into a covenant Debtor not to with the co [not to carry on or be interested in business of hotel carry on keeper, &c., for five years, within three miles].

business.

9. If any dispute shall arise as to the mode of the carrying out this Arbitration. scheme of settlemt or otherwise in relation to the sd scheme of settlemt the same shall be referred to such counsel or other person as may be named by the judge or by any registrar of the London Bankruptcy Ct, at the instance of any party to the dispute.

IN WITNESS, &c.

The above form is taken from an agreement sanctioned by the London Bankruptcy Court a few years since. See note at foot of Form 25. It is not usual to make the creditors as above parties to the agreement. "Arrangements," infra.

See further,

AGREEMENT to sell ASSURANCE BUSINESS.

AN AGREEMT, &c., the corporation 1, the co 2, whereby, subject to such approval and confirmation as hereinafter mentd, it is agreed as follows:

Form 27.

1. The corporation will sell and transfer, and the co will pchase Sale. and take over as from twelve o'clock at midnight on the thirtieth day of June, One thousand eight hundred and eighty-one, all the corporation's assurance business, in which term are included all the life policies, life policies with accidental injury benefits combined, and annuities and health insurances mentd in the schedule hto (but no others), and the goodwill, agencies, and connections pertaining thereto. 2. A valuation shall be made of the liability in respect of the several Valuation. contracts specified in the schedule hto by A. of actuary, upon

the following bases :

day of

(a) The valuation shall be made as on the (b) The mortality tables to be employed shall be the institute of actuaries' Hm. table of mortality for policies on which less than five years' premiums have been paid, and the institute of actuaries' Hm. (5) table of mortality for policies of five years' standing and upwards, and Mr. Alexander Glen Finlaison's governmt life annuitants experience tables for annuities. Interest shall be calculated at four p. c. p. a. The premiums to be valued shall be the net premiums only.

(c) The corporation shall furnish to the sd A. all necessary parlars of the contracts specified in the schedule hto, and shall, if required by him, permit him to examine and inspect the policy registers and all the original documts relating thereto.

securities.

3. The corporation will, within fourteen days after this agreemt Delivery of shall have been approved by the shareholders of the corporation by special resolution and sanctioned and confirmed by the High Court

Form 27. of Justice, Chancery Division, hand over in cash, approved securities, or other assets to be approved by the co, such a sum as, on the basis of the sd valuation, shall appear to be, (a), a sufficient reserve fund for the life, accident and annuity, and health policies so to be transferred as afsd; (b), a sufficient sum to provide a reversionary bonus of one pound ten shillings p. c. to all participating policy-holders whose policies are so transferred, the amount thereof to be certified by the sd A.

Interest.

Allotment of paid-up shares.

Re-insurance.

Death before completion.

As to liabilities.

Delivery of policies.

4. The corporation shall pay to the co interest at 4 p. c. p. a. on the sum so ascertained as afsd from the sd — day of to the date of paymnt, and all premiums becoming due after the sd — day of shall belong to the co, less commission allowed thereout to agents. 5. The co shall allot to the corporation or its nominees fully pd-up shares in the co to the amount of one year's premium income on the policies specified in the schedule hto by way of pehase-money for goodwill, and will execute any supplemental agreemt relating thereto to meet the requiremts of the Companies Act, 1867. Until such confirmation and sanction as afsd the co shall act as the agents of the corporation in their sd business.

6. The corporation will also, on such confirmation as afsd, transfer to the co the benefit of all re-insurances which shall have been effected by them, or any other insurances having any connection with the business so to be transferred as afsd, and the co shall be at liberty to use the name of the corporation upon indemnifying them from any loss to be incurred thereby in any proceedings which may be necessary for the ppose of enforcing the benefit of such re-insurances.

7. If any of the persons whose lives are so re-insured shall die before such confirmation as afsd the corporation will give the co the benefit of such re-insurances in discharge or part discharge of the liability in respect of the insurances effected by the person so dying, and will take or permit the corporation to take, upon giving such indemnity as afsd, all proceedings necessary to enforce the re-insurances.

8. The co shall, as such agents of the corporation, until such confirmation as afsd, and afterwards on their own account as from the sd day of undertake and assume all the liabilities and risks of the corporation under their life assurance and other policies and annuities specified in the schedule hto, and shall indemnify the corporation against all claims and demands in respect of such risks and liabilities. But the corporation shall pay and discharge all liabilities under any of the sd policies specified in the sd schedule which may have become claims on or before the sd day of

9. The corporation will deliver over to the co all the policy registers renewal registers, indexes, and other books of the corporation, not being mere books of account, together with all documts upon which the policies were issued, or relating thereto, and which, after such confirmation as afsd, shall become the ppty of the co, but with the right of access thereto on the part of the corporation, and will do all other acts necessary and proper to carry out the sd transfer, and will in all other respects use

their best endeavours to promote the sd life assurance and annuity Form 27. business, and shall, as from the sd day of cease to carry on

and will not resume life assurance, accident, and annuity business except
through the
agency and for the benefit of the co, but this shall not
apply to any existing policy or contract of the corporation not specified

in the schedule hto.

for benefit of

10. Each policy-holder in the corporation entled to participate in Provisions profits shall be entled to receive from the co such reversionary bonus as policy holders. is mentd in clause 3, and shall at the actuarial investigation of the co, to be held as in the year one thousand eight hundred and eighty-five, and in all other declons of bonus rank pari passu for bonus in the co, on the same terms and on the same footing so far as he legally can as the policy-holders of the co.

11. All existing agents of the corporation, in connection with the Agents. business to be transferred as afsd, shall if such agents shall consent and the co be willing, become as from the day of ―, the agents of the

co, but for the ppose only of transacting and promoting the sd life assurance and annuity business.

12. The corporation shall do all acts and things that may be in their Agencies. power for transferring such agencies so far as the co shall require such

transfer.

13. The costs of and incident to this agreemt, and the carrying out Costs. thereof when confirmed, and of all deeds required for that ppose, shall be borne by the parties incurring the same.

Arbitration.

14. Any dispute [reference to arbitration of A.]. 15. This agreemt on the part of the corporation is subject to Approval of approval by the shareholders by special resolution, and to the sanction Court. and confirmation of the High Ct of Justice, Chancery Division, and the costs of all parties of and incident to obtaining such sanction and confirmation (except the costs of any appearance by the co) shall be paid by the corporation, and if such approval, confirmation, and sanction respectively be not given and obtained within six months from the date of these presents, or such extended time as the corporation and co respectively may agree upon, the parties hto are to be placed in their original position, or as near thereto as may be possible, as if this agreemt had never been entered into, and as if nothing had been done towards carrying it into effect, and without any right to compensation on either side for loss or expenses incurred in connection with the proposed transfer, but so that the co shall be fully indemnified against all liabilities properly incurred by them in respect of the obligations hby imposed on them previously to such confirmation, and this agreemt shall cease to be binding except for the pposes of such restitution and indemnity.

IN WITNESS, &c.

This is taken from a form recently sanctioned by the Court. As to the transfer of the business of a life assurance company, see infra, Form 288, and Buckley, 554.

Form 28. SYNDICATE AGREEMENT for PURCHASE and RE-SALE of MINES.

Syndicate
established.
Members.
Capital.

Preliminary contract.

Managers.
Calls.

Application of funds.

Conduct of business.

Express powers of managers.

Meetings.

Division of proceeds.

Notices.

HEADS OF AGREEMT.

mines, and of disposing syndicate shall be 1.,

shares of 7. each. shall be members of the

1. A syndicate is hby established for the ppose of acquiring the mines situate at, and known as the of the same at a profit. The capital of the and shall be considered to be divided into The holders for the time being of the shares syndicate. Each of the subscribers is to be entled to the number of shares set opposite his signature. The shares are to be transferable, but not divisible. A transfer must be registered.

for the acquisition of the

2. In entering into the contract dated sd mines, A., one of the subscribers hto, shall be deemed to have been acting on behalf of the syndicate, and the syndicate shall forthwith repay him the deposit, and shall indemnify him against his liabilities under the contract.

3. A. and B. shall be managers of the syndicate.

4. -7. per share shall be pd to the managers forthwith, and they may from time to time make calls on the members in proportion to their shares, but no member is to be liable to pay more than the amount of his shares.

5. All moneys pd to the managers in respect of calls or otherwise shall be applied for the pposes of the syndicate.

6. The managers shall have the entire control of the affairs of the syndicate, and may conduct the same in such manner as they think best.

7. It is expressly declared that the managers, if they think fit, (a) may sell the mines to a person, or firm, or co; (b) may form and float, or procure the formation and floating of a co to pchase the mines; (c) may fix the price and agree to accept any pt of it in fully pd up shares, debentures, or otherwise; (d) may keep the mines going until disposed of.

8. The managers may convene meetings of the syndicate to deliberate and decide on any of the affairs of the syndicate every share to confer one vote: majority to decide: votes may be given in person or by proxy. Three days' notice of each meeting to be given.

9. The conson for sale or disposition of the mines shall be applied, first, in paying all debts and liabilities of the syndicate; secondly, in repaying any capital contributed by the members in respect of their shares; thirdly, the surplus shall be divided amongst the members in proportion to their shares. And for the pposes of this clause the managers may convert into money any shares, debentures, or other specific assets, and may divide any such assets in specie, and make such other arrangemts for adjusting the rights of the members as they think fit.

10. Notices to each subscriber may be given by post, addressed to