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Complete Home and Office Legal Guide (Chestnut) (1993).ISO
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1993-08-01
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70 lines
HAPPY ELF AND BASHFUL ELF, all of the partners of HAPPY &
ASSOCIATES, a general partnership, agree:
That the partnership shall be dissolved, effective MAY 1, 1994,
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repealed, and this agreement shall take their place.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
LARRY 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 JUNE 1, 1994, 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 brokers and professionals as required.
In the event that any partner owes debts to the partnership, the
same shall be paid, in full, no later than JULY 1, 1994 to the
liquidation agent.
Any disputes related to this agreement shall be arbitrated under
the rules of the American Arbitration Association, with a single
arbiter.
This agreement may only be modified in writing, and expresses the
entire agreement of the parties hereto.
Dated: ____________________
The partners of HAPPY & ASSOCIATES,: