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Liquidation Agreement Template

Prepared for:

[Client.FirstName][Client.LastName]
[Client.Company]

Created by:

[Sender.FirstName][Sender.LastName]
[Sender.Company]

This liquidation agreement, entered into on [Agreement.CreatedDate] between [Party1.Name] and [Party2.Name] hereby collectively known as “the Parties”.

Partnership

The Parties are currently involved in the following partnership:

It is important to clearly define the partnership related to this joint venture, especially if there is more than one venture in existence. Use the text field below to clearly name and describe the partnership or venture that is being liquidated.

​The Parties have expressed an interest to dissolve the above partnership as and liquidate all assets involved in the partnership agreement previously entered.

The Parties agree the partnership agreement will terminate upon the close of business on [Closing.Date].

Upon the closing date the Parties will no longer conduct business under the partnership name.

Furthermore, all current business may continue until it is completely resolved as agreed between the Parties.​

Statement of Dissolution

The Parties agree to file a statement of dissolution to the Department of Treasury as well as with every county clerk’s office that business has been routinely conducted in.

Furthermore, the Parties agree to publish at least 2 news articles announcing their liquidation of this agreement with the following counties.

​Once said partnership has successfully been resolved and operations have ceased, all assets belonging to the partnership shall be accounted for and liquidated as follows:

The template’s sections below define the process which should be followed when executing this liquidation agreement.

Liquidation

The Parties shall hire an accountant to take inventory of any and all assets and liabilities pertaining to be sold in accordance with this liquidation agreement.

An original copy of this report shall be delivered to both Parties, who agree to take the following actions.

Appointing of Liquidating Partner

The Parties have agreed to appoint [Partner.FirstName][Partner.LastName] as the liquidating partner to carry out any all duties associated with this liquidation agreement.

During the duration of this liquidation agreement all parties shall have the opportunity to review any and all books and records to ensure all terms and conditions of this agreement are being carried out effectively. 

Liquidation Process

The Parties agree to liquidate any remaining assets via a public auction to be held on a time and at a location suitable to both parties.

Debt Resolution

Once all assets have been liquidated, any proceeds shall be used to resolve any outstanding debts related to the partnership. Any remaining proceeds shall be distributed between the partners in accordance with the separate partnership agreement.

Governing Law

This liquidation agreement shall be governed under the laws of [Business.State].

Any and all legal proceedings related to this liquidation agreement will be conducted in the above state. 

Other Instruments

The Parties agree they will provide any and all needed documentation to aid in the liquidation of the assets being liquidated.

Any hindrance or obstruction of this liquidation agreement shall be grounds for legal action by the opposite party.PDF page break

Parties Bound

The Parties are bound by this liquidation agreement and the agreement is for the sole benefit of these individuals as well as all heirs involved with the Parties.

In the event any provisions included in this liquidation agreement are found to be unenforceable, all remaining provisions shall remain in full effect.

In the instance of a term or condition being unenforceable, the parties will have the option to replace the faulted provision with one of similar meaning as agreed.​

Prior Agreements

This Liquidation agreement shall supersede any and all prior agreements including written and oral agreement

This shall include, but will not be limited to the partnership agreement previously entered.

Warranties

All warranties and representations shall remain in effect throughout any account dissolution and liquidations that may occur.

Notifications

Any notifications related to this liquidation agreement shall be delivered as follows:

Be sure to list the names and contact information each party involved in the template here.

[Party1.Name]

Name: [Party1.Name]

​Address: [Party1.Address]

Email: [Party1.Email]

Phone: [Party1.Phone]

[Party2.Name]

Name: [Party2.Name]

Address: [Party2.Address]

Email: [Party2.Email]

Phone: [Party2.Phone]

Agreement

By signing below, both Parties acknowledge they have read and are in understanding of all the terms and conditions listed in this liquidation agreement.

[Sender.Company]

Signature

MM/DD/YYYY

[Sender.FirstName][Sender.LastName]

[Client.Company]

Signature

MM/DD/YYYY

[Client.FirstName][Client.LastName]

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