Partnership Dissolution Agreement{AGR-313}

Partnership Dissolution Agreement (Involving immovable property) THIS DEED OF DISSOLUTION is made at (Insert the place of execution) this day (Insert the date) between (Insert the name of partner 1) residing at (insert the residential address) hereinafter referred to as ?'the Party of the First Part' and (insert the name of the partner 2) residing at (insert residential address) hereinafter referred to as 'the Party for the Second Part' and (insert name of the 3rd partner) residing at (insert residential address) hereinafter referred to as 'the Party of the Third Part'. Recitals: WHEREAS the Parties hereto have been carrying on business of in partner- ship in the Firm name of (insert name of the firm) on the terms and conditions recorded in the Deed of Partnership dated (insert partnership deed execution date) entered into by and between the parties hereto. AND WHEREAS as certain differences have arisen between the parties hereto (as the parties do not desire to continue the said partnership for diverse reasons the parties) have agreed to dissolve the said partnership as from the (insert the date of dissolution) on the terms herein recorded. AND WHEREAS the assets of the partners consist of: (i) The land and premises purchased and belonging to the Party of the First Part and brought in by the (insert the name of contributor) as his contribution to the capital of the Firm. (ii) The lands and premises described In the Second and Third Schedules hereto purchased or otherwise acquired by the Firm in the course of its business. (iii) The goodwill, the stock-in-trade, furniture and other articles and things and bank balances and out standings. AND WHEREAS accounts of the partnership business have been made up to the date of dissolution and the total value of the assets have been ascertained to be $ (insert dollars) including Bank balances, and outstanding debts and excluding there from the debts and liabilities of the Firm. AND WHEREAS each partner is entitled to an equal share in the assets and profits of the firm, under the said Deed of Partnership. AND WHEREAS it is agreed that the property described In the First Schedule will be returned back to the Party of the First Part in lieu of his share In the said assets, the property described In the Second Schedule will be assigned to the Party of the Second Part in lieu of his share in the said assets and the property described in the Third Schedule will be retained by the Party of the Third Part in lieu of his share in the said assets. AND WHEREAS for equalisation of shares the Party of the Third Part will pay to the Parties of the First and Second Parts in cash a sum of $ (insert the amount) in the manner hereinafter provided. -- AND WHEREAS it is agreed that the business of the firm will be continued by the Party of the Third Part alone in the same name and he will be entitled to retain not only the property described in the Third Schedule but all the stock-in- trade, furniture, articles and moneys in lieu of his share in the assets subject to payment of the said sums payable to the Parties of the First and Second Part and subject to all debts and liabilities of the Firm and that the Parties of the First and Second Part will be deemed to have retired from the partnership. AND WHEREAS the parties have agreed to record the terms of and effectuate the dissolution of the Firm in the manner following: NOW THIS DEED WITNESSETH AS FOLLOWS: 1. It is agreed and declared that the partnership between the parties hereto in the name of (insert the name of the firm) be and it is hereby dissolved with effect from the (insert the date). 2. The accounts of the business and assets, profits and losses of the said partnership firm till the date of dissolution have been made and settled and signed by the Parties and the Parties confirm the same and except as hereinafter provided no party is liable to the others in respect thereof. 3. The business of the Firm shall be continued to be carried on by the Party of the Third Part alone and as the sole proprietor thereof as from the said date and the Parties of the First and Second Part shall be deemed to have retired from the partnership and shall have no claim thereto except to the extent hereinafter mentioned. 4. The property described In the First Schedule hereto shall cease to be a part of the assets of the Firm and shall continue to belong to the Party of the First Part in his own personal capacity and the Parties hereto of the Second and Third Part hereby release and renounce all their right, title and Interest therein or thereto as partners of the Firm. 5. The property described in the Second Schedule hereto shall also cease to be a part of the assets of the Firm and shall belong to the Party of the Second Part alone and in his own personal right and the Parties of the First and Third Part hereby grant, transfer and release all their respective shares, right, title and interest therein together with the appurtenances thereto To Have and To Hold the same unto and to the use of the Party of the Second Part absolutely subject to the payment of the taxes, rates, assessments, dues and duties payable in respect thereof to the Government or any other public body. 6. The Parties of the First and Second Part also release or renounce in favour of the Party of the Third Part all their share, right, title and interest, claim and demand in or to the stock-in-trade, furniture and other articles and moneys belonging to the Firm, the goodwill, thereof and in or to all the debts and out standings belonging to the Firm. 7. The property described in the Third Schedule hereto shall belong to the Party of the Third Part alone and the Parties of the First and Second Part hereby grant, transfer and release all their respective shares, rights, title and interest therein To Have And To Hold the same unto the use of the Party of the Third Part absolutely subject to the payment of all the taxes, rates, assessments, dues and duties In respect thereof payable to the Government or any other public body. 8. The Party of the Third Part agrees and covenants to pay to each of the parties of the First and Second Parts a sum of $ (insert the amount) by quarterly equal instalments with Interest thereon at (insert percentage)% p.a. the first of such instalments to be paid on the (insert date) and each subsequent instalments on (insert date) of each subsequent quarter provided that in default of payment of any two instalments the whole of the said amount or any part thereof then remaining due shall become payable forthwith and provided further that, the payment of the said amounts shall remain charged on the property described in the Third Schedule hereto and allotted to the Party of the Third Part. 9. The Party of the Third Part covenants with the Parties of the First and Second Part that he will pay and is liable to pay all the debts and liabilities of the Firm subsisting on the date of dissolution including liabilities of Firm?s income-tax and other taxes and Government dues and shall indemnify and keep indemnified the Parties of the First and Second Parts against the said liability and against all loss, costs, charges and expenses incurred by any of them on account of such debts and liabilities or any of them or any part thereof being required to be paid by them or any of them. 10. Each of them the Parties hereto hereby releases the other or others from all proceedings, accounts, claims and demands in respect of the said partnership but without prejudice to any rights or claims and remedies in respect thereof under these presents. 11. The Parties of the First and Second Part hereby jointly and severally appoint, nominate and constitute the Party of the Third Part their attorney or agent with authority to collect all the assets and property of the partnership and to ask, demand, sue for and recover and receive and to sign and give discharge for all the debts, estate and effects or other moneys due or owing or in any wise belonging to the said partnership and to settle accounts. reckoning, matters and things whatsoever relating thereto and to compound or release all or any of the debts or claims b