The Offshore Pollution Liability Association Ltd

Articles of Association

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WINDING UP

77.

In the event of the Association being wound up, the assets of the Association remaining after the payment of all the debts and liabilities of the Association and all costs, charges and expenses of winding-up the Liquidator may, with the sanction of an Ordinary Resolution, divide among the Members in specie the whole or any part of the assets of the Association whether such assets shall consist of property of one kind or of properties of different kinds and may for such purpose set such value as he deems fair upon each kind of property and determine how such division shall be carried out as between the Members. The Liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of Members as the Liquidator, with the like authority, shall think fit and the liquidation of the Association may be closed and the Association dissolved.

INDEMNITY

78.

Notwithstanding Article 36 hereof and except as prohibited by law, every Director or other officer of the Association ( including an Auditor ) shall be indemnified by the Association against any costs ,expenses, loss or liability incurred in respect of any proceedings brought against that Director or officer, whether civil or criminal, arising from the execution of , or otherwise in relation to, his office.

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