Agreement for Dissolution of Partnership Pursuant to Asset Purchase Agreement
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					 Agreement of Dissolution of Partnership Pursuant to Asset Purchase Agreement

        Agreement made on the (date), between (Name of Partner A) of (street address,
city, county, state, zip code), referred to herein as Partner A, and (Name of Partner B),
of (street address, city, county, state, zip code), referred to herein as Partner B, and
(Name of Partner C), of (street address, city, county, state, zip code), referred to herein
as Partner C. Partner A, Partner B and Partner C are jointly referred to as the Partners.
       Whereas, the Partners are all of the Partners in (Name of Partnership), a general
partnership created pursuant to a Partnership Agreement dated (date), hereinafter
called the Partnership;

       Whereas, the Partners are the owners and holders of the following percentage
interests in the Partnership's profits:

 Name of Partner        Percentage Interest
(Name of Partner A)      _____%
(Name of Partner B)      _____%
(Name of Partner C)      _____%

       Whereas, the Partnership has entered into an Asset Sale Agreement dated (date
of Agreement), in which (Name of Purchaser) of (street address, city, county, state, zip
code), is the Purchaser providing for a sale of substantially all of the Partnership's
assets (the Sale Agreement); and

       Whereas, the Partners are entering into this Agreement to specify the terms on
which the Partnership's business will be wound up following the sale;

     Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
I.     Dissolution. The Partnership will be dissolved effective at the close of business
on the date the sale to be made under the Sale Agreement is closed. Thereafter, the
Partnership must cease to engage in any active business. None of the Partners will
have any authority to enter into any transactions on behalf of the Partnership except as
may be necessary to liquidate its assets and wind up its affairs.

II.    Closing of Books and Liquidation of Assets. The books of the Partnership
must be closed as of the effective date of the dissolution, and a full account must be
taken of the Partnership's assets and liabilities. Assets that will not be distributed to
creditors or Partners in kind must be promptly liquidated.

III.   Distribution of Assets

       A.     Priority
              1.      The assets of the Partnership must then be applied and distributed
              in the following order of priority:
                    a.        To the creditors of the Partnership in satisfaction of its
                    liabilities and obligations, including those owed to Partners as
                    creditors (except liabilities for unpaid distributions);

                    b.        To any reserves set up for contingent or unliquidated
                    liabilities or obligations of the Partnership deemed reasonably
                    necessary by the Partners, which reserves may be delivered to an
                    escrow agent to be held for disbursement in satisfaction of the
                    liabilities and obligations of the Partnership, with any excess being
                    distributed to the Partners as provided in this section; and

                    c.     To the Partners in proportion to the positive balances of their
                    capital accounts, after taking into account all adjustments made to
                    capital accounts for the taxable year during which the distributions
                    to Partners are made.

      B.      In-Kind Distributions
              Assets of the Partnership may be distributed to Partners in kind with the
      unanimous approval of the Partners. As provided in Treasury Regulations §
      1.704-1(b)(2)(iv)(e)(1), any assets distributed in kind must be valued and treated
      for the Partnership's accounting purposes as though the assets had been sold at
      fair market value on the date of distribution. The difference between the fair
      market value of an asset and its adjusted tax basis will be treated as a gain or
      loss on the sale of the asset and must be credited or charged to the Partners'
      capital accounts, but the gain or loss will not be treated as gain or loss
      recognized by the Partnership for income tax purposes.

      C.     Capital Contribution
             The Partners must make contributions to the capital of the Partnership, in
      cash, at the time the Partnership's assets are distributed under the following

             1.     A Partners' capital account is proportionately smaller when
             compared to the capital accounts of all Partners (including contributions to
             be made under this section) than the Partner's interest in the profits of the
             Partnership, in which case the Partner must contribute the amount of the
             shortfall; and

             2.     There is a negative balance in a Partner's capital account, in which
             case the Partner must contribute the amount necessary to bring the
Description: A partnership may be dissolved by any of the following events: (i) expiration of the time stated in the agreement; (ii) expulsion of a partner by the other partners; (iii) withdrawal of a partner. If a partnership does not have a fixed duration, a partner may withdraw at any time and for any reason or no reason without liability to the partnership. If a partner wrongfully withdraws from a partnership, the partner is liable to the other partners for any damages caused by the withdrawal.
PARTNER William Glover
I received my B.B.A. from the University of Mississippi in 1973 and my J.D. from the University of Mississippi School of Law in 1976. I joined the firm of Wells Marble & Hurst in May 1976 as an Associate and became a Partner in 1979. While at Wells, I supervised all major real estate commercial loan transactions as well as major employment law cases. My practice also involved estate administration and general commercial law. I joined the faculty of Belhaven College, in Jackson, MS, in 1996 as Assistant Professor of Business Administration and College Attorney. While at Belhaven I taught Business Law and Business Ethics in the BBA and MBA programs; Judicial Process and Constitutional Law History for Political Science Department); and Sports Law for the Department of Sports Administration. I am now on the staff of US Legal Forms, Inc., and drafts forms, legal digests, and legal summaries. I am a LTC and was Staff Judge Advocate for the Mississippi State Guard from 2004-2008. I now serve as the Commanding Officer of the 220th MP BN at Camp McCain near Grenada, MS. I served on active duty during Hurricanes Dennis (July, 2005), Katrina (August, 2005) and Gustav in 2008. I played football at the University of Mississippi in 1969-1971 under Coach John Vaught. I am the author of the Sports Law Book (For Coaches and Administrators) and the Sports Law Handbook for Coaches and Administrators (with Legal Forms),