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Disolve Of Partnership Agreement
__________________, all of the partners of ______________, a general partnership, agree:
That the partnership shall be dissolved, effective _____________, and that no business or contracts shall be engaged in after that date which may require continuation of the partnership or any continuance of liability.
All undertakings and agreements contrary to this agreement are repealed, and this agreement shall take their place. In specific, the following prior agreements are abrogated:
[Name] referred to as liquidation agent, is appointed to conduct an orderly liquidation of the business of the partnership. The liquidation agent shall take all necessary and desirable steps to wind up the partnership business.
All partners shall execute any documents reasonably required by the liquidation agent to wind up the partnership affairs.
At the earliest practical opportunity the liquidation agent shall publish all notices and notify any parties by the fastest means of the winding up of the partnership affairs.
The liquidation agent may sell partnership assets on credit, compromise claims or receivables and take any other reasonable steps to complete the liquidation. The liquidation agent shall attempt to sell the partnership as a going concern for a period of (--) months from the date of this agreement, and if no acceptable offer is received, shall sell the assets either in whole or in lots, in the best interests of the partnership.
Effective the ___________ day of ____________ 20 __, the liquidation agent shall establish a separate banking account for the partnership's winding up, and shall cause the orderly closing of the books and records of the partnership, and shall then open new books and records for purpose of the liquidation. Each month the liquidation agent shall render a summary report of activities to all partners.
In conducting the winding up, the liquidation agent shall be empowered to hire brokers and professionals as required.
In the event that any partner owes debts to the partnership, the same shall be paid, in full, no later than [Date] to the liquidation agent.
Any disputes related to this agreement shall be arbitrated under the rules of the American Arbitration Association, with a single arbiter.
The liquidation agent shall be entitled to a fee for services rendered, as follows:
At the conclusion of the winding up of the partnership affairs, the liquidation agent shall pay all just debts of the partnership, from proceeds of the liquidation. If the assets are insufficient to pay the debts, the partners shall each pay proportional sums to discharge the debts.
The liquidation agent may be removed upon a vote of the majority of the partners, each partner having a vote proportional to the per centage of the capital and surplus credited to each partner. A new liquidation agent may be appointed by majority vote and need not be a member of the partnership.
This agreement may only be modified in writing, and expresses the entire agreement of the parties hereto.
The partners of __________________:
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____