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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
Assets
Business
Capital Account
Completion
Confidential Information
Dissolution
Distribution Schedule
Effective Date
Encumbrance
Final Accounts
General Partner
Governing Law
Initial Limited Partnership Agreement
Insolvency Event
Intellectual Property Rights
Limited Partner
Limited Partnership
Liabilities
Partnership Assets
Partnership Business
Partnership Debts
Partnership Interest
Partnership Property
Parties
Remaining Partners
Retiring Partner
Settlement Date
Termination Date
Transaction Documents
Winding Up Period
Winding Up Proceeds
Termination
Distribution of Assets
Settlement of Liabilities
Final Accounts
Payment Provisions
Partner Obligations
Release and Discharge
Confidentiality
Non-Compete
Non-Solicitation
Intellectual Property
Tax Matters
Indemnification
Dispute Resolution
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Further Assurance
Costs
Governing Law
Jurisdiction
Counterparts
Third Party Rights
Force Majeure
Survival
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