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Limited Partnership Dissolution Agreement
"Need a Limited Partnership Dissolution Agreement for a real estate investment partnership with three general partners and five limited partners, with dissolution planned for March 2025 and specific provisions for handling ongoing property development projects."
1. Parties: Identification of all partners (general and limited) and their details
2. Background: History of the partnership and reasons for dissolution
3. Definitions: Key terms used throughout the agreement
4. Dissolution Date: Effective date of partnership dissolution
5. Distribution of Assets: Process and terms for distributing partnership assets
6. Settlement of Liabilities: Handling of partnership debts and obligations
7. Final Accounts: Preparation and approval of final partnership accounts
8. Governing Law: Specification of English and Welsh law as governing law
1. Ongoing Obligations: Post-dissolution obligations, used when partners retain certain duties
2. Non-Compete Provisions: Restrictions on future business activities when partners agree to restrict future competition
3. Dispute Resolution: Mechanism for resolving disputes during dissolution when specific procedures are desired
4. Tax Provisions: Specific arrangements for tax matters when complex tax implications exist
1. Schedule of Assets: Detailed list of partnership assets and their agreed values
2. Schedule of Liabilities: Comprehensive list of partnership debts and obligations
3. Capital Account Statement: Final statement of partners' capital accounts
4. Distribution Schedule: Detailed plan for asset distribution among partners
5. Outstanding Contracts: List of contracts requiring assignment or termination
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