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1. Parties: Identification of all partners (general and limited) and their respective roles in the partnership
2. Background: Brief history of the partnership, reference to original partnership agreement, and reasons for dissolution
3. Definitions: Key terms used throughout the agreement
4. Dissolution Date: Specific date when the partnership will be dissolved and cease operations
5. Appointment of Liquidator: Details of the appointed liquidator (if any) and their powers
6. Process of Winding Up: Step-by-step procedure for winding up the partnership's affairs
7. Distribution of Assets: Method and order of distributing partnership assets among partners
8. Settlement of Liabilities: Process for paying creditors and settling outstanding debts
9. Final Accounts: Preparation and approval of final partnership accounts
10. Partner Obligations: Continuing obligations of partners during dissolution process
11. Release and Discharge: Mutual release of partners from future claims
12. Confidentiality: Ongoing confidentiality obligations post-dissolution
13. Governing Law: Confirmation of Hong Kong law as governing law
14. Execution: Signature blocks and execution formalities
1. Intellectual Property Rights: Distribution and assignment of IP rights, if applicable
2. Employee Matters: Handling of employment contracts and obligations, if partnership has employees
3. Ongoing Litigation: Provisions for handling any pending legal proceedings
4. Tax Matters: Special provisions for handling tax liabilities and obligations
5. Insurance: Provisions for maintaining or terminating insurance policies
6. Dispute Resolution: Alternative dispute resolution mechanisms for dissolution-related disputes
7. Notice Provisions: Specific requirements for giving notices during dissolution process
1. Schedule 1 - Partnership Assets: Comprehensive list of all partnership assets and their agreed values
2. Schedule 2 - Partnership Liabilities: List of all known liabilities and obligations
3. Schedule 3 - Distribution Plan: Detailed plan for distribution of assets including timing and method
4. Schedule 4 - Partner Capital Accounts: Current status of partner capital accounts and contributions
5. Schedule 5 - Outstanding Contracts: List of contracts requiring assignment or termination
6. Appendix A - Original Partnership Agreement: Copy of the original partnership agreement and amendments
7. Appendix B - Final Accounts Template: Format for preparation of final partnership accounts
Applicable Law
Assets
Business Day
Completion
Confidential Information
Dissolution Date
Distribution Plan
Effective Date
Encumbrance
Final Accounts
General Partner
Governing Law
Hong Kong
Liabilities
Limited Partners
Liquidator
Original Partnership Agreement
Partnership
Partnership Assets
Partnership Business
Partnership Interest
Partnership Liabilities
Partners
Party/Parties
Records
Remaining Partners
Reserved Matters
Settlement Date
Termination Notice
Third Party
Winding Up
Winding Up Period
Dissolution
Appointment
Asset Distribution
Liability Settlement
Partner Obligations
Confidentiality
Non-Competition
Release and Discharge
Indemnification
Tax Provisions
Notice Requirements
Further Assurance
Severability
Assignment
Amendment
Entire Agreement
Counterparts
Governing Law
Dispute Resolution
Force Majeure
Costs and Expenses
Third Party Rights
Survival
Waiver
Authority
Representations and Warranties
Investment Management
Private Equity
Real Estate
Professional Services
Venture Capital
Financial Services
Asset Management
Family Office
Trading & Commerce
Manufacturing
Legal
Finance
Compliance
Corporate Secretarial
Risk Management
Investment
Operations
Administrative
Partnership Management
Business Development
Managing Partner
General Partner
Limited Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Partnership Administrator
Finance Director
Managing Director
Investment Manager
Risk Manager
Compliance Officer
Account Manager
Business Development Director
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