A partnership is defined by the Uniform Partnership Act as a relationship created by the voluntary "association of two or more persons to carry on as co owners of a business for profit." The people associated in this manner are called partners. A partner is a co owner of the business, including the assets of the business. Partnerships may be dissolved by acts of the partners, order of a Court, or by operation of law. From the moment of dissolution, the partners lose their authority to act for the firm except as necessary to wind up the partnership affairs or complete transactions which have begun, but not yet been finished. A partner has the power to withdraw from the partnership at any time. However, if the withdrawal violates the partnership agreement, the withdrawing partner becomes liable to the co partners for any damages for breach of contract. If the partnership relationship is for no definite time, a partner may withdraw without liability at any time.
Agreement to Dissolve Partnership with one Partner Purchasing the Assets of the Other Partner This Dissolution Agreement is made this the (date), between (Name of Partner A) of (street address, city, state, zip code), hereinafter referred to as Partner A, and (Name of Partner B) of (street address, city, state, zip code), hereinafter referred to as Partner B. Whereas, Partner A and Partner B (hereinafter sometimes referred to as the Partners) are now conducting the business of (type of business such as practice of medicine) at (street address, city, state, zip code), as partners, under the firm name of (Name of Partnership), hereinafter referred to as the Partnership, pursuant to the terms of a certain written agreement dated the (date); and Whereas, Partners desire to dissolve the Partnership on the terms and conditions hereinafter set forth herein. Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the Partners agree as follows: I. An audit of the books, accounts and affairs of the Partnership as of the close of business on (date), shall be made by the firm of (Name of Accounting Firm), certified public accountants (hereinafter referred to as the Auditors). The cost of the audit shall be borne equally by the Partners, and the audit shall be binding upon the Partners. II. Partner A does hereby assign to Partner B all right, title and interest in and to the business of the Partnership now being conducted under the name of (Name of Partnership), together with all contracts, leases, office furniture, fixtures, equipment, office supplies, books, records, accounts, money in bank, and all other property of every kind, character and description, used in, devoted to, or owned by the business now carried on in the name of (Name of Partnership). III. There shall be set up on the books of (Name of Partnership), an account, to the credit of Partner A, to be known as Partner A Dissolution Account, which account shall be credited with the following: A. The capital account of Partner A in the Partnership, the amount of which shall be determined by the audit contemplated in Paragraph I above. · B. Fifty Per Cent (50%) of any sums charged off as losses which may be recovered, it being agreed that Partner B will promptly undertake recovery of these losses in accordance with reasonable business practices, or reassign them to Partner A and cooperate with Partner A in their recovery. Should the Partner A Dissolution Account be closed, as contemplated, before the time of any recovery, Fifty Per Cent (50%) of the amount of recovery shall be paid to Partner A. · C. Fifty Per Cent (50%) of the credit balances appearing in the Partnership 1 · accounts as they appear or should have appeared at the close of business on (date). IV. The Partner A Dissolution Account shall be charged with Fifty Per Cent (50%) of: A. All debit balances appearing in accounts as they appear or should have appeared at the close of business on the · B. All losses appearing, or which should have appeared, on the books of the Partnership as of the close of business on the (date). · C. All other liabilities of the Partnership, contingent or otherwise, actually existing at the close of business on the (date), discovered prior to that date. V. It is agreed that the name of Partner A shall be eliminated from the firm name as soon as it reasonably may be done. VI. The Partnersh
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