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Agreement Of Dissolution
(Of General Partnership)

Comprehensive agreement to terminate a partnership.

This agreement is used to bring an end to a partnership in an orderly fashion. Includes necessary clauses for unwinding of a partnership.

DISSOLUTION OF PARTNERSHIP

[NAME] AND [NAME], all of the partners of ________________________, a general partnership, agree:

That the partnership shall be dissolved, [Date], 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All undertakings and agreements contrary to this agreement are repealed, and this agreement shall take their place.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:

SEE EXHIBIT 1

[NAME] THE LIQUIDATOR, 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 12 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 [Date] 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...

(Excerpt)

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