PARTNERSHIP DISSOLUTION DEED
________
This Partnership Dissolution Deed (this "Deed") is made and entered into on ________ (the "Execution Date") by and between the following Parties (hereinafter the "Partners"):
________, located at the following address:
________
and
________, located at the following address:
________
BACKGROUND:
A. ________ is a Partnership with the following business address:
________
B. The Partners have operated ________ with the following purpose:
________
C. The Partners entered into the Partnership and have continued in business together under the provisions of a written agreement dated ________, a copy of which is attached and incorporated by reference into this Deed (the "Partnership Agreement").
D. The Partners now intend to dissolve the Partnership, liquidate its assets and distribute to the Partners any proceeds remaining after the payment of all liabilities of the Partnership.
E. This Deed sets out the terms of the dissolution of the Partnership.
IN CONSIDERATION OF and as a condition of the Partners entering into this Deed and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Parties to this Deed agree to the following:
(1) DISSOLUTION AND LIQUIDATION
(a) The Partners dissolve their Partnership, effective at the close of business on ________ ("Dissolution Date"), and shall thereafter promptly liquidate and wind-up the affairs of the Partnership (this dissolution process shall hereinafter be referred to as the "Dissolution").
(b) The Dissolution shall comply with:
(I) the terms of the Partnership Agreement; and
(II) all relevant laws in New South Wales.
(c) Except for the purpose of carrying out the winding-up and liquidation of the business of the Partnership, no Partner shall transact any further business nor incur any further obligations on behalf of the Partnership after the date of this Deed.
(d) The Partners shall promptly sign any necessary documents and shall take all necessary steps in order to formalise the Dissolution in accordance with the terms of this Deed.
(e) In relation to the sale of the Partnership business (the "Business"), the Partners must cooperate and must act diligently in order to maximise the sale price for the Business and to sell the Business as quickly as possible.
(f) In relation to the sale of any Partnership assets ("Assets") which the Partners are selling to a third party (outside the Partnership), the Partners must cooperate and must act diligently in order to maximise the sale price for such Assets and to sell those said Assets as quickly as possible.
(g) The Partners may, by unanimous consent, agree to a particular Asset being transferred to a particular Partner at an agreed price.
(h) Any Partner choosing to receive one or more of the Assets may choose to receive the Asset(s) in specie rather than receiving any share of the monetary proceeds of sale of that Asset, and the value of any Asset received in such manner may be offset against that Partner's share in any final distribution of Partnership proceeds.
(i) In the event that the Partners do not unanimously consent to a particular Asset being transferred to a Partner, or do not agree on the price at which such distribution may occur, then the Asset must be sold to a third party.
(j) The Partners will engage a to be determined accountant (the "Accountant") to assist with and to provide advice in relation to the Dissolution. The Partners will at all times act in accordance with the advice of the Accountant in relation to the Dissolution.
(k) The Accountant will provide the Partners with a statement which includes a complete list of inventory, as well as any assets, liabilities, and/or other debts belonging to the Partnership (the "Accounting").
(l) On completion of the Accounting, the Partners shall pay all of the liabilities of the Partnership, including those owed to the Partners, from Partnership funds, in accordance with the relevant partnership laws in New South Wales.
(m) After accounting for all assets and liabilities of the Partnership, in the event that there is a shortfall, the Partners will pay for their share of any loss in proportion to their respective shares in the Partnership. Such payments by the Partners will be calculated to fully discharge all of the creditors of the Partnership and must be paid in full by the Partners on or before the Dissolution Date.
(n) After accounting for all assets and liabilities of the Partnership, in the event that there is a surplus, all amounts remaining after payment of the above liabilities shall be distributed equally between the Partners (the "Dissolution Distribution").
(o) Each Partner respectively will each accept the distribution of the Partnership capital, in the amounts described above, in full and final satisfaction of that Partner's rights in the Partnership.
(p) Except as disclosed in the books and records of the Partnership, each of the Partners represents and warrants that no Partner has previously contracted any liability that can or may be charged to the Partnership or any other Partner, nor has any Partner received or discharged any of the credits, moneys, or effects of the Partnership.
(q) In the event that there is a disagreement between the Partners in relation to the Dissolution:
(I) the Partners will first attempt to resolve the disagreement in good faith between themselves; and
(II) in the event that the Partners are unable to resolve the disagreement between themselves, then the Partners will attempt to reach agreement about an independent expert who shall be appointed to determine the disagreement; and
(III) in the event that the Partners are unable to agree on an independent expert, then the President for the time being of the Law Society of New South Wales shall appoint an expert to determine the disagreement.
(r) All Partners shall have the right, directly or through a representative, at all reasonable times, to examine the books and pertinent records of the Partnership to establish and enforce their rights under this Deed.
(2) RELEASE AND INDEMNIFICATION
(a) As from the Dissolution Date, and provided that the Partners comply with the terms of this Deed, then each Partner releases all other Partners from any and all known claims, actions, and demands arising as a result of the Partnership. This release does not prevent a Partner from bringing suit under this Dissolution Deed, should this Deed not be fulfilled according to the rules set forth.
(b) In the event that a Partner defaults in that Partner's obligations under this Deed, and that default causes another Partner to suffer a loss, whether directly or indirectly, then the Partner which was in default will indemnify and keep indemnified each other Partner against any and all losses, claims, actions, and demands arising directly or indirectly out of that default.
(3) WARRANTIES REGARDING LEGAL ADVICE
Each Partner, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:
(a) that the Warranting Party fully understands the terms of this Deed.
(b) that the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Deed and the Warranting Party has either:
(I) taken such independent legal advice; or
(II) elected not to take such independent legal advice.
(c) that the Warranting Party has not been induced to enter this Deed by any representation(s) made by any other Partner or by any officer, employee, director, agent, contractor, assignee, successor or other representative of any other Partner, except as provided in this Deed.
(4) MISCELLANEOUS
(a) This Deed shall be governed by and construed in accordance with the laws of New South Wales.
(b) Any and all changes to this Deed must be in writing and signed by all Partners.
(c) A Partner may not assign any of its rights or benefits under this Deed except with the prior written consent of all other Partners.
(d) The Partners covenant and agree that they will execute any other instruments and documents that are or may become necessary or convenient to carry out this Deed.
(e) The headings used in this Deed are used for administrative and organisation purposes only and are not to be considered in construing the terms of this Deed.
(f) This Deed shall be binding on, and inure to the benefit of, the Partners and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
(g) If any provision in this Deed shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision of this Deed, and this Deed shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in this Deed.
(h) This Deed may be executed in any number of counterparts and each of the counterparts shall for all purposes be deemed to be an original.
(i) 5588 8225 8522582528 522 25825 52525825258228 25 8582222 25 2558 5252222228 8228222 252 25522258 5282282822 252 8582282 252225 22 2588 8225, 828855822 252 25522258582 825222222, 22 252 252222 2552 252 5252582525822 25 525222222 822288828 8825 522 252888822 822258225 82 2588 8225.
(j) 552 522528222528228 525 8555522828 822 22525 82 2588 8225 85588 82 8222825258 525 85588 8558882 252 252822 22 522 5882522822 525 252 58882852822 525 8825822 52 22 252 25522258582 58 822222285225 82 2588 8225.
EXECUTED AS A DEED this ________
Signed sealed and delivered by ________:
_____________________________
________
In the presence of:
_____________________________
Witness Signature
_____________________________
Witness Name
_____________________________
Witness Occupation
_____________________________
_____________________________
Witness Address
Signed sealed and delivered by ________:
____________________________
________
In the presence of:
_____________________________
Witness Signature
_____________________________
Witness Name
_____________________________
Witness Occupation
_____________________________
_____________________________
Witness Address
PARTNERSHIP DISSOLUTION DEED
________
This Partnership Dissolution Deed (this "Deed") is made and entered into on ________ (the "Execution Date") by and between the following Parties (hereinafter the "Partners"):
________, located at the following address:
________
and
________, located at the following address:
________
BACKGROUND:
A. ________ is a Partnership with the following business address:
________
B. The Partners have operated ________ with the following purpose:
________
C. The Partners entered into the Partnership and have continued in business together under the provisions of a written agreement dated ________, a copy of which is attached and incorporated by reference into this Deed (the "Partnership Agreement").
D. The Partners now intend to dissolve the Partnership, liquidate its assets and distribute to the Partners any proceeds remaining after the payment of all liabilities of the Partnership.
E. This Deed sets out the terms of the dissolution of the Partnership.
IN CONSIDERATION OF and as a condition of the Partners entering into this Deed and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Parties to this Deed agree to the following:
(1) DISSOLUTION AND LIQUIDATION
(a) The Partners dissolve their Partnership, effective at the close of business on ________ ("Dissolution Date"), and shall thereafter promptly liquidate and wind-up the affairs of the Partnership (this dissolution process shall hereinafter be referred to as the "Dissolution").
(b) The Dissolution shall comply with:
(I) the terms of the Partnership Agreement; and
(II) all relevant laws in New South Wales.
(c) Except for the purpose of carrying out the winding-up and liquidation of the business of the Partnership, no Partner shall transact any further business nor incur any further obligations on behalf of the Partnership after the date of this Deed.
(d) The Partners shall promptly sign any necessary documents and shall take all necessary steps in order to formalise the Dissolution in accordance with the terms of this Deed.
(e) In relation to the sale of the Partnership business (the "Business"), the Partners must cooperate and must act diligently in order to maximise the sale price for the Business and to sell the Business as quickly as possible.
(f) In relation to the sale of any Partnership assets ("Assets") which the Partners are selling to a third party (outside the Partnership), the Partners must cooperate and must act diligently in order to maximise the sale price for such Assets and to sell those said Assets as quickly as possible.
(g) The Partners may, by unanimous consent, agree to a particular Asset being transferred to a particular Partner at an agreed price.
(h) Any Partner choosing to receive one or more of the Assets may choose to receive the Asset(s) in specie rather than receiving any share of the monetary proceeds of sale of that Asset, and the value of any Asset received in such manner may be offset against that Partner's share in any final distribution of Partnership proceeds.
(i) In the event that the Partners do not unanimously consent to a particular Asset being transferred to a Partner, or do not agree on the price at which such distribution may occur, then the Asset must be sold to a third party.
(j) The Partners will engage a to be determined accountant (the "Accountant") to assist with and to provide advice in relation to the Dissolution. The Partners will at all times act in accordance with the advice of the Accountant in relation to the Dissolution.
(k) The Accountant will provide the Partners with a statement which includes a complete list of inventory, as well as any assets, liabilities, and/or other debts belonging to the Partnership (the "Accounting").
(l) On completion of the Accounting, the Partners shall pay all of the liabilities of the Partnership, including those owed to the Partners, from Partnership funds, in accordance with the relevant partnership laws in New South Wales.
(m) After accounting for all assets and liabilities of the Partnership, in the event that there is a shortfall, the Partners will pay for their share of any loss in proportion to their respective shares in the Partnership. Such payments by the Partners will be calculated to fully discharge all of the creditors of the Partnership and must be paid in full by the Partners on or before the Dissolution Date.
(n) After accounting for all assets and liabilities of the Partnership, in the event that there is a surplus, all amounts remaining after payment of the above liabilities shall be distributed equally between the Partners (the "Dissolution Distribution").
(o) Each Partner respectively will each accept the distribution of the Partnership capital, in the amounts described above, in full and final satisfaction of that Partner's rights in the Partnership.
(p) Except as disclosed in the books and records of the Partnership, each of the Partners represents and warrants that no Partner has previously contracted any liability that can or may be charged to the Partnership or any other Partner, nor has any Partner received or discharged any of the credits, moneys, or effects of the Partnership.
(q) In the event that there is a disagreement between the Partners in relation to the Dissolution:
(I) the Partners will first attempt to resolve the disagreement in good faith between themselves; and
(II) in the event that the Partners are unable to resolve the disagreement between themselves, then the Partners will attempt to reach agreement about an independent expert who shall be appointed to determine the disagreement; and
(III) in the event that the Partners are unable to agree on an independent expert, then the President for the time being of the Law Society of New South Wales shall appoint an expert to determine the disagreement.
(r) All Partners shall have the right, directly or through a representative, at all reasonable times, to examine the books and pertinent records of the Partnership to establish and enforce their rights under this Deed.
(2) RELEASE AND INDEMNIFICATION
(a) As from the Dissolution Date, and provided that the Partners comply with the terms of this Deed, then each Partner releases all other Partners from any and all known claims, actions, and demands arising as a result of the Partnership. This release does not prevent a Partner from bringing suit under this Dissolution Deed, should this Deed not be fulfilled according to the rules set forth.
(b) In the event that a Partner defaults in that Partner's obligations under this Deed, and that default causes another Partner to suffer a loss, whether directly or indirectly, then the Partner which was in default will indemnify and keep indemnified each other Partner against any and all losses, claims, actions, and demands arising directly or indirectly out of that default.
(3) WARRANTIES REGARDING LEGAL ADVICE
Each Partner, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:
(a) that the Warranting Party fully understands the terms of this Deed.
(b) that the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Deed and the Warranting Party has either:
(I) taken such independent legal advice; or
(II) elected not to take such independent legal advice.
(c) that the Warranting Party has not been induced to enter this Deed by any representation(s) made by any other Partner or by any officer, employee, director, agent, contractor, assignee, successor or other representative of any other Partner, except as provided in this Deed.
(4) MISCELLANEOUS
(a) This Deed shall be governed by and construed in accordance with the laws of New South Wales.
(b) Any and all changes to this Deed must be in writing and signed by all Partners.
(c) A Partner may not assign any of its rights or benefits under this Deed except with the prior written consent of all other Partners.
(d) The Partners covenant and agree that they will execute any other instruments and documents that are or may become necessary or convenient to carry out this Deed.
(e) The headings used in this Deed are used for administrative and organisation purposes only and are not to be considered in construing the terms of this Deed.
(f) This Deed shall be binding on, and inure to the benefit of, the Partners and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
(g) If any provision in this Deed shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision of this Deed, and this Deed shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in this Deed.
(h) This Deed may be executed in any number of counterparts and each of the counterparts shall for all purposes be deemed to be an original.
(i) 5588 8225 8522582528 522 25825 52525825258228 25 8582222 25 2558 5252222228 8228222 252 25522258 5282282822 252 8582282 252225 22 2588 8225, 828855822 252 25522258582 825222222, 22 252 252222 2552 252 5252582525822 25 525222222 822288828 8825 522 252888822 822258225 82 2588 8225.
(j) 552 522528222528228 525 8555522828 822 22525 82 2588 8225 85588 82 8222825258 525 85588 8558882 252 252822 22 522 5882522822 525 252 58882852822 525 8825822 52 22 252 25522258582 58 822222285225 82 2588 8225.
EXECUTED AS A DEED this ________
Signed sealed and delivered by ________:
_____________________________
________
In the presence of:
_____________________________
Witness Signature
_____________________________
Witness Name
_____________________________
Witness Occupation
_____________________________
_____________________________
Witness Address
Signed sealed and delivered by ________:
____________________________
________
In the presence of:
_____________________________
Witness Signature
_____________________________
Witness Name
_____________________________
Witness Occupation
_____________________________
_____________________________
Witness Address
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