- (i) sell, transfer, or otherwise dispose of all of the Partnership's assets, in whole or in part, including its goodwill and name, for cash or a cash equivalent at a price and on terms that the Liquidating Partner s deems necessary or appropriate to accomplish and order and timely liquidation;
- (ii) act on behalf of the Partnership in all matters affecting the Partnership during the winding-up period, including the power to engage professional and technical services of others, and to institute and defend any legal proceedings that may be pending or brought by or against the Partnership;
- (iii) prepare, sign, file, record, and publish on behalf of the Partners and the Partnership any agreements, documents, or instruments connected with the dissolution and winding up of the business and affairs of the Partnership, including the publication of a notice of dissolution in a local newspaper and submitting a statement of dissolution to the Secretary of State;
- (iv) pay or otherwise settle all obligations and liabilities of the Partnership, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due (collectively, the "Partnership Liabilities");
- (v) distribute any Partnership assets, rights, and properties owned by the Partnership on the Dissolution Date whether tangible or intangible, real, personal, or mixed, wherever located, and whether or not carried and reflected on the books of the Partnership, including all accounts receivable, inventory, equipment and improvements, contract rights, claims, and causes of action or rights of recovery or set-off of every kind and character, and all business records (collectively, the "Partnership Assets"), including the proceeds of any sale of assets remaining after payment of obligations; and
- (vi) take all other action necessary to the previous powers or the performance of the duties of the Liquidating Partner s under this agreement.
- (i) devote as much time as necessary to liquidate the Partnership as required by law and this agreement;
- (ii) provide weekly semi-weekly monthly reports apprising the remaining partners about the status of the dissolution;
- (iii) conduct and provide the other partners with an inventory of the Partnership Assets no later than ;
- (iv) provide the Partnership with an statement of account for the Partnership, which will include complete information about the Partnership Assets and Partnership Liabilities, and will become a matter of record in the Partnership's books , no later than ;
- (v) prepare and file all required federal, state, and local tax returns;
- (vi) pay all of the Partnership Liabilities; and
- (vii) distribute the Partnership Assets remaining after paying the Partnership Liabilities, if any, to the partners, pro rata in accordance with their respective ownership interests in the Partnership and with the procedures provided in the Partnership Agreement , no later than .
4. CUSTODIAN OF PARTNERSHIP BOOKS.
shall be named the official custodian of the records of the Partnership for at least years following the Dissolution Date. Each partner shall have access to these records at reasonable times during working hours and, at that partner's expense, may copy those records.
4. 5. INDEMNIFICATION.
- (a) Of Each Other Partner. Each partner hereby indemnifies each other partner against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") suffered by the other partner as a result of the partner's failure to pay and discharge any part of a Partnership Liability that the partner has assumed under this dissolution agreement.
- (b) Of the Liquidating PartnerS. Each partner hereby indemnifies the Liquidating Partner s against any Loss or Litigation Expense relating to its their work in liquidating this Partnership, unless those Losses or Litigation Expenses result from the Liquidating Partner s breach of this contract or unethical behavior.
5. 6. RELEASE AND DISCHARGE OF CLAIMS.
The parties hereby release and forever discharge one another from all claims, demands, actions, losses, or damages relating to the Partnership. However, each partner remains responsible for any claims, demands, actions, losses, or damages arising or resulting from the terms of this dissolution agreement.
6. 7. RETURN OF PROPERTY.
During the Partnership, the partners may have used services or equipment to complete tasks related to the Partnership, free of charge. The partners shall return these services or equipment to the Liquidating Partner s within days of the date of this agreement, and this return will not be considered a distribution of partnership assets.
7. 8. CHOICE OF LAW; ATTORNEYS' FEES.
- (a) Choice of Law. The laws of the state of govern this agreement (without giving effect to its conflicts of law principles).
- (b) Choice of Forum. The parties consent to the personal jurisdiction of the state and federal courts in , .
8. 9. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by both parties.
9. 10. SEVERABILITY.
If any provision in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in this agreement, unless the deletion of those provisions would result in such a material change that would cause completion of the transactions contemplated by this agreement to be unreasonable.
10. 11. NOTICES.
- (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
- (b) Addresses. A party shall address notices under this section to a party at the following addresses:
- If to Partner One:
- ,
- If to Partner Two:
- ,
- If to the Partner Three:
- ,
- If to Partner Four:
- ,
- If to Partner Five:
- ,
11. 12. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
12. 13. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
13. 14. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
14. 15. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
15. 16. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
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Each party is signing this agreement on the date stated opposite that party's signature.
Date:__________________________________ By:____________________________________________________________ Name: Title: Date:__________________________________ By:____________________________________________________________ Name: Title: Date:__________________________________ By:____________________________________________________________ Name: Title: Date:__________________________________ By:____________________________________________________________ Name: Title: Date:__________________________________ By:____________________________________________________________ Name: Title: 