Seller's total liability under this Contract for any cause or causes shall be limited to the secured sum outstanding as set forth in Article 9.3....
Article 9.3 stated as follows:
Before BUYER pays any amount in excess of 95 per cent of the CONTRACT PRICE, SELLER shall submit to BUYER acceptable evidence of security, such as those stated in Article 9.1 above, for the purpose of assuring that SELLER meets its guarantees. Said security shall be reduced in proportion to the ratio that the value of WORKS or SECTIONS OF WORKS of the FOREIGN DELIVERIES for which ACCEPTANCE CERTIFICATES have been issued bear to the CONTRACT PRICE.
Article 17.4 in turn provided that:
SELLER shall be liable for any errors and/or omissions with respect to the performance of the engineering services required under the CONTRACT. SELLER's liability therefor shall be limited to the rework of that portion of the engineering as is shown to be in error. This limitation shall not be deemed to override or present a defence to the failure to meet any other guarantees or obligations of SELLER in the Contract.
had not in the past seven years been an employee of any person acting in an official capacity for or on behalf of the Imperial Government of Iran or any of its departments, agencies or instrumentalities.
[SHL] continues to exist as a corporate entity. It has not been liquidated and following bankruptcy proceedings [SHL] will receive all residual assets and may resume operations.
[T]he Trustee shall be vested with all the powers of a trustee under Section 14 of the Bankruptcy Act, and in particular shall have the right to incur obligations, borrow money and give security on any of the free property of the Company by mortgage, hypothec, charge, assignment, pledge or otherwise, such obligations and money borrowed to be discharged and repaid with interest out of the property of the Company in priority to the claim of the creditors.
Paragraph 9 provides as follows:
That to secure and guarantee the execution of the foregoing Proposal, the Company does hereby pledge, cede, transfer, assign and convey to the Trustee in trust for and on behalf of the creditors all its property wherever situated and all such property that may be acquired by it or devolve upon it during the term of this Proposal together with such powers in or over or in respect of property as might have been exercised by it for its own benefit, the whole in the manner and to the extent as if the undersigned was a bankrupt and the Trustee herein were vested with its assets as same is defined under Section 47 of the Bankruptcy Act.
upon receipt of a sum not less than the sum under seizure at the time of receipt, to give mainlevee of the seizure in Case 500-05-017071-794. Any lesser sum received will be applied on account of the claims made in case number 500-05-017071-794 and the proceedings continued.
i) that the claims should have been owned continuously by U.S. nationals, from the date the claim arose to 19 January 1981;
ii) that when ownership is "indirect", that is to say by virtue of ownership of capital stock, the ownership interest must be sufficient to ensure control of the corporation or entity in which the stock is held; and
iii) that such corporation or entity must not itself be entitled to bring a claim under the Claims Settlement Declaration.
"Claims of nationals" of Iran or the United States, as the case may be, means claims owned continuously, from the date on which the claims arose to the date on which this Agreement enters into force, by nationals of that State, including claims that are owned indirectly by such nationals through ownership of capital stock or other proprietary interests in juridical persons, provided that the ownership interests of such nationals, collectively, were sufficient at the time the claim arose to control the corporation or other entity, and provided, further, that the corporation or other entity is not itself entitled to bring a claim under the terms of this Agreement.
is basically a contract between the debtor and his creditors which gives the debtor as much or as little freedom over his actions as is agreed upon in such contract.
Re Skalbania, 48 B.C.L.R. 52, 49 C.B.R. (N.S.) 289, 297 (1983), reversed on other grounds, 51 B.C.L.R. 389, 51 C.B.R. (N.S.) 285 (1984) (citing Bruce v. Neiff Joseph Land Surveyers Ltd., 23 C.B.R. (N.S.) 258, 269-71 (1977)).
under the well-known principle of ejusdem generis the words "other measures" in Article II, paragraph 1, ought to be, especially in the context of "debts and contracts", construed as generically similar to "expropriations"...
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