Termination by Liquidation and Dissolution Agreement

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This Termination by Liquidation and Dissolution Agreement is used when owners decide to terminate their relationship by liquidating all assets.

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This Termination by Liquidation and Dissolution Agreement is for use when the owners (shareholders) of a professional corporation decide to terminate their relationship by liquidating all assets.

This agreement sets out how any liabilities will be divided, if there were multiple business locations and how any corporate loans or taxes will be repaid. In addition, this agreement specifically sets forth how customer/client records will be returned and that the parties agree not to open a business which may compete with the other for a set time period.

This Termination by Liquidation and Dissolution Agreement contains the following provisions:
  • Explanation Statement: Identifies the parties who own 50% of the stock, location of any offices and that the parties desire to terminate their professional relationship and liquidate and dissolve the corporation;
  • Dissolution: Stockholders and directors shall take the appropriate action to file documentation to dissolve and liquidate the corporation;
  • Leases: Each party will cause a release to be executed by any landlord on the premises in which either office is located;
  • Assets/Liabilities: All assets and liabilities will be categorized and listed on an exhibit to be incorporated with this agreement;
  • Records: Sets forth how records of any clients or patients will be turned over to the individual;
  • Closing: Sets forth the date, time and location of the closing of this transaction;
  • Signatures: Both parties must sign this agreement.

Protect yourself and your rights by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Termination by Liquidation and Dissolution Agreement
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Termination by Liquidation
and Dissolution Agreement
(for professional corporations)

 

 

 
THIS AGREEMENT (the Agreement”) is made this __ day of __________________, ______, by and between _____________________ (“____________”), __________________, (“__________________”), and __________________, P.C. (the Corporation”).
 
EXPLANATORY STATEMENT
A. The Corporation is a professional corporation organized under the laws of the State of ____________, and has been and is engaged in the practice of ___________________.
 
B. __________________ and __________________ each own fifty percent (50%) of the issued and outstanding capital stock of the Corporation, and __________________ and __________________ together constitute all of the officers and directors of the Corporation.
 
C. The Corporation presently has two offices, one located at __________________ [address], ___________ [city], __________ [state], (the downtown office”), and the other located at __________________ [address], ___________ [city], __________ [state], (the suburban office”).
 
D. __________________ and __________________ desire to terminate their professional relationship by liquidating and dissolving the Corporation in accordance with terms and conditions hereafter set forth.
 
NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements in this Agreement contained, the parties to this Agreement represent, warrant and agree as follows:
 
1. The Explanatory Statement shall be deemed to be a substantive part of this Agreement.
 
2. It is the intention of __________________ and __________________ and they covenant and agree that as between them:
(a) The suburban office and all assets relating to or used in connection with the operation of the suburban office shall be deemed to have belonged solely to __________________ from and after __________________, ______;
(b) All liabilities relating to or incurred in connection with the operation of the suburban office and, in either such case, incurred by __________________ from and after __________________, ______, shall be deemed to be the sole liabilities of __________________;
(c) The downtown office and all assets relating to or used in connection with the operation of the downtown office shall be deemed to have belonged solely to __________________ from and after __________________, ______; and
(d) All liabilities relating to or incurred in connection with the operation of the downtown office and, in either such case, incurred by __________________ from and after __________________, ______, shall be deemed to be the sole liabilities of __________________.
 
3. As all of the stockholders and directors of the Corporation, __________________ and __________________ shall take appropriate corporate action (by executing the documented consent action attached to this Agreement as Exhibit A and incorporated by reference in this Agreement which shall thereafter be filed with the records of the Corporation) approving and adopting the complete liquidation and dissolution of the Corporation, and __________________, ______ and the Corporation shall take such other and further steps as may be necessary or desirable to cause promptly the Corporation to be liquidated and dissolved, in accordance with the following plan of complete liquidation and dissolution:
(a) __________________ shall cause __________________, landlord of the premises used for the downtown office, to execute a written release, in the form attached to this Agreement as Exhibit B and incorporated by reference in this Agreement, releasing __________________, his heirs, personal and legal representatives, distributees, guardians, successors and assigns from all liabilities, obligations and duties under that Lease Agreement dated __________________, ______, by and between the landlord, and __________________ and __________________, as tenants.
(b) __________________ shall cause __________________, landlord of the premises used for the suburban office, to execute a written release, in the form attached to this Agreement as Exhibit C and incorporated by reference in this Agreement, releasing __________________, his heirs, personal and legal representatives, distributees, guardians, successors and assigns from all liabilities, obligations, and duties under that Lease Agreement dated __________________, ______, by and between the landlord, and the Corporation, as tenant.
(c) __________________ shall contribute to the capital of the Corporation the sum of $ ____________ (the __________________ Capital Contribution”), and __________________ shall contribute to the capital of the Corporation the sum of $ ____________ (the __________________ Capital Contribution”). The __________________ Capital Contribution and the __________________ Capital Contribution shall be utilized by the Corporation in the manner provided in Exhibit D attached to this Agreement and incorporated by reference in this Agreement.
(d) Attached to this Agreement as Exhibit E and incorporated by reference in this Agreement is a categorized list of all assets and liabilities of the Corporation as of the date of this Agreement, which divides the assets and liabilities of the Corporation into those which relate to the suburban, office (throughout this Agreement individually sometimes referred to as the suburban office assets” and the suburban office liabilities” and collectively as the suburban office assets and liabilities”) and those which relate to the downtown office (throughout this Agreement individually sometimes referred to as the downtown office assets” and the downtown office liabilities” and collectively as the downtown office assets and liabilities”). All of the suburban office assets shall be distributed to, and all of the suburban office liabilities shall be assumed and paid by __________________ at Closing upon the redemption by the Corporation of all of the capital stock of the Corporation owned of record and beneficially by __________________. All of the downtown office assets shall be distributed to, and all of the downtown office liabilities shall be assumed and paid by __________________ at Closing upon the redemption by the Corporation of all of the capital stock of the Corporation owned of record and beneficially by __________________.
(e) The Corporation shall cause the balance of the two loans payable to __________________ (Bank”) in the original principal amounts of $ ____________ and $ ____________ (collectively referred to as the Bank Loans”) to be fully repaid and discharged. Upon payment of the Bank Loans: (i) the Corporation shall procure from the Bank each of the promissory notes evidencing the Bank Loan and dated __________________, ______, and __________________, ______, respectively, marked PAID”; (ii) a termination statement or statements duly executed by Bank in respect of the security interests granted to Bank by the Corporation under the Equipment Security Agreement dated __________________, ______, between the Corporation and Bank and the Loan and Security Agreement dated __________________, ______, between the Corporation and Bank, and securing the respective Bank Loans, shall be procured by the Corporation from Bank and duly filed; and (iii) the Corporation shall procure from Bank and duly file a release duly executed and sealed by Bank in respect of the two Deeds to Secure Debt, one of which was dated __________________, ______, and executed by __________________ and his wife, as grantors, for the benefit of Bank, in respect of the premises known as __________________, ______ [city], ___________ [state], and one of which was dated __________________, ______ [city], ___________ [state], and executed by __________________ and his wife, as grantors, for the benefit of Bank, in respect of the premises known as __________________, ______ [city], ___________ [state].
(f) The sum of $ ____________ shall be held by __________________, referred to as the Escrow Agent”, pursuant to the Escrow Agreement which is attached to this Agreement as Exhibit F and incorporated by reference in this Agreement, for the payment of all federal, state and other taxes payable by the Corporation.
 
4. __________________ represents and warrants to __________________ that __________________ has incurred no unpaid liability for or on behalf of the Corporation except as follows:
(a) Those liabilities set forth on Exhibit G attached to this Agreement and incorporated by reference in this Agreement; and
(b) Those liabilities relating to or incurred in connection with the operations of the downtown office from and after __________________, ______, all of which __________________ shall assume and pay at Closing.
 
5. _____________ represents and warrants to __________________ that _______________ has incurred no unpaid liability for or on behalf of the Corporation except as follows:
(a) Those liabilities set forth on Exhibit H attached to this Agreement and incorporated by reference in this Agreement; and
(b) Those liabilities relating to or incurred in connection with the operations of the suburban office from and after __________________, ______, all of which __________________ shall assume and pay at Closing.
 
6. __________________ shall be liable and responsible for all liabilities of the Corporation created, suffered or incurred by __________________ without the knowledge of __________________ prior to __________________, ______, and which are not reflected on Exhibit G.
 
7. __________________ shall be liable and responsible for all liabilities of the Corporation created, suffered or incurred by __________________ without the knowledge of __________________ prior to __________________, ______, and which are not reflected on Exhibit H.
 
8. In the event the tax liabilities (including interest and penalties) of the Corporation exceed the sum of $ ____________ which is being held in escrow for the payment of all taxes (plus interest and penalties payable by the Corporation, __________________ and __________________ each agree that he will assume and promptly pay to the appropriate taxing authority 50 percent of the amount of such excess, to the end that all tax liabilities (plus interest and penalties) of the Corporation, of whatever nature, are promptly paid and satisfied.
 
9. __________________ shall indemnify and hold __________________ harmless from and against any and all liabilities, damages, actions, suits, proceedings, losses, costs and expenses (including reasonable attorneys fees) arising out of or in connection with any or all of the assets or liabilities which are categorized on Exhibit E as downtown office liabilities and downtown office assets.
 
10. __________________ shall indemnify and hold __________________ harmless from and against any and all liabilities, damages, actions, suits, proceedings, losses, costs and expenses (including reasonable attorneys fees) arising out of or in connection with any or all of the assets or liabilities which a categorized on Exhibit E as suburban office liabilities and suburb office assets.
 
11. __________________ and __________________ shall each pay his own counsel fees in connection with the transactions contemplated, except that the Corporation shall pay a fee of $ ____________ to the law firm of __________________, and a fee of $ ____________ to the law firm of __________________ for services rendered in connection with the liquidation and dissolution and of the Corporation.
[FOR MEDICAL BUSINESSES  choose one]
12. __________________ and __________________ have agreed among themselves to a division of patient charts, files, memoranda, X-rays, records, and documents (Patient Records”), and each presently has in his possession those Patient Records reflecting such agreement (which possession shall be deemed to be conclusive evidence of such agreement). Patients of the Corporation shall be conclusively deemed to be patients of either __________________ or __________________, as the case may be, who has possession of the Patient Records of such patients. In the event that a patient so requests in writing: __________________ shall turn over to __________________ all Patient Records of such patient in the possession of __________________ and __________________ shall turn over to __________________ all Patient Records of such patient in the possession of __________________.
[FOR NON-MEDICAL  choose one]
12. __________________ and __________________ have agreed among themselves to a division of client files, memoranda, records, and documents (Client Records”), and each presently has in his possession those Client Records reflecting such agreement (which possession shall be deemed to be conclusive evidence of such agreement). Clients of the Corporation shall be conclusively deemed to be clients of either __________________ or __________________, as the case may be, who has possession of the Client Records of such clients. In the event that a client so requests in writing: __________________ shall turn over to __________________ all Client Records of such patient in the possession of __________________ and __________________ shall turn over to __________________ all Client Records of such client in the possession of __________________.
 
13. __________________ and __________________ shall each be permitted to mail written announcements as to the termination of their relationship, the dissolution of the Corporation, and the address at which each shall continue his ________________ practice, the language of such announcements to be as set forth on Exhibit I attached to this Agreement and incorporated by reference in this Agreement.
 
14. For a period of __________________ (__________________) years following the date of this Agreement, __________________ agrees that he shall not, directly or indirectly, solicit (for himself or for any other person or entity) a patient who is presently being treated by __________________ or whose Patient Records are in the possession of __________________ (except that the mailing of written announcements as provided in paragraph 13 shall not be deemed to constitute solicitation of patients), and that for a period of one (1) year following the date of this Agreement, __________________ shall not, directly or indirectly, engage in the practice of _____________  (either for his own account or for the account of any other person or entity) within a radius of one mile from the location of the suburban office.
 
15. For a period of __________________ (__________________) years following the date of this Agreement, __________________ agrees that he shall not, directly or indirectly, solicit (for himself or for any other person or entity) a patient who is presently being treated by __________________ or whose ___________ Records are in the possession of __________________ (except that the mailing of written announcements as provided in paragraph 13 shall not be deemed to constitute solicitation of ___________ ), and that for a period of one full year following the date of this Agreement, __________________ shall not, directly or indirectly, engage in the practice of ________________ (either for his own account or for the account of any other person or entity) within a radius of one mile from the location of the downtown office.
 
16. Neither __________________ nor __________________ shall make any written or oral statements about the other that reflect other than that the other is of the highest professional competence and professional integrity.
 
17. The parties agree that each will furnish, and will instruct his partners and employees (or the employees of any professional service corporation of which he is a stockholder) to furnish the last known office telephone number and address of the other party to this Agreement to any person so seeking said information.
 
18. __________________ shall indemnify and hold harmless __________________ from and against any and all damages, liabilities, actions, suits, proceedings, losses, costs and expenses (including reasonable attorneys fees and experts fees) arising out of or in connection with any intentional or negligent act or omission of __________________ prior to the date of this Agreement, except that __________________ shall not be indemnified or held harmless to the extent that any such matter otherwise indemnifiable is covered by insurance. __________________ shall indemnify and hold harmless __________________ from and against any and all damages, liabilities actions, suits, proceedings, losses, costs and expenses (including reasonable attorneys fees and experts fees) arising out of or in connection with any intentional or negligent act or omission of __________________ prior to the date of this Agreement, except that __________________ shall not be indemnified or held harmless to the extent that any such matter otherwise indemnifiable is covered by insurance.
 
19. __________________ and __________________ severally covenant and agree to maintain for period of __________________ (__________________) years from the date of this Agreement and, except as otherwise provided in Paragraph 12 of this Agreement with respect to [Patient / Client] Records, to provide the other party with reasonable access to, any and all of the Corporations books, records, instruments and documents that exist on the date of this Agreement and that are in the possession of __________________ or __________________, as the case may be, and tax returns and other financial books and records for the Corporations fiscal year that shall end upon its liquidation and dissolution.
 
20. Except as provided in this Agreement, the Corporation and __________________, jointly and severally, do remise, release, acquit and forever discharge __________________ of and from all manner of actions, causes of action, suits, debts, covenants, accounts, trespasses, contracts, agreements, damages, judgments, liabilities, losses, costs, expenses and claims of any nature whatsoever, in law or equity, whether or not now hereafter known, suspected or claimed, which the Corporation or __________________, jointly and severally, ever had, now has, or which they hereafter can, shall or may have or allege against __________________, upon or by reason of any matter cause or thing whatsoever from the beginning of the world to the date of this Agreement.
 
21. Except as provided in this Agreement, the Corporation an __________________, jointly and severally, do remise, release, acquit and forever discharge __________________ of and from all manner of actions, causes of action suits, debts, covenants, accounts, trespasses, contracts, agreements damages, judgments, liabilities, losses, costs, expenses and claims any nature whatsoever, in law or equity, whether or not now hereafter known, suspected or claimed, which the Corporation or __________________, jointly and severally, ever had, now has, or which they hereafter can, shall, or may have or allege against __________________, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement.
22. The parties agree to execute such other and further instruments and documents, and to take such other and further actions as may be reasonably necessary to effectuate the intent of this Agreement and the transactions contemplated.
 
23. Closing for the transactions contemplated shall take place on __________________, ______, __________________, at __________________ a.m., at the offices of __________________, ______ [address], __________ [city], ____________ [state], __________________, or at such other date, time or place as may be mutually agreed upon in writing by the parties.
 
24. All of the agreements in this Agreement contained shall survive the date of Closing of this Agreement and transactions contemplated.
 
25. This Agreement shall be governed by, and construed in accordance with, the laws of the State of _______________.
 
26. This Agreement shall supersede any and all other agreements, whether written or oral, that may have been made or entered into by the parties relating to the subject matters set forth in this Agreement. This Agreement constitutes the entire agreement between the parties, and there are no agreements, understandings or commitments except as set forth in this Agreement. This Agreement may be amended only by instrument in writing, executed, sealed and delivered by all of the parties to this Agreement.
 
27. Nothing expressed or implied in this Agreement is intended or shall be construed to confer or give any person, partnership, corporation or other entity other than the parties to this Agreement any rights, or remedies under or by reason of this Agreement.
 
28. This Agreement may be executed simultaneously or in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
 
29. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective heirs, personal and legal representatives, guardians, successors and assigns.
 
30. As provided in this Agreement and as the context requires, the masculine gender shall be deemed to include the feminine and the neuter genders and vice versa; and the singular shall be deemed to include the plural and vice versa.
 
31. To the extent any provisions or portions of paragraph 14 or 15 of this Agreement shall be held, found, or deemed unreasonable, unlawful or unenforceable, then the parties expressly agree that any such provision or portion of such provision shall be modified to the extent necessary in order that any such provision or portion of such provision shall be legally enforceable to the fullest extent permitted by applicable law and that any court of competent jurisdiction shall, and the parties do expressly authorize any court of competent jurisdiction to, enforce any such provision as to modify any such provision or portion of such provision in order that any such provision or portion of such provision shall be enforced by such court to the fullest extent permitted by applicable law.
 
IN WITNESS WHEREOF, the parties have executed, sealed and delivered this Agreement the day and year first above written.
CORPORATION
 
By: ___________________________
 
 ______________________________
 
______________________________
 
Number of Pages12
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43668
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Termination by Liquidation
and Dissolution Agreement
(for professional corporations)

 

 

 
THIS AGREEMENT (the Agreement”) is made this __ day of __________________, ______, by and between _____________________ (“____________”), __________________, (“__________________”), and __________________, P.C. (the Corporation”).
 
EXPLANATORY STATEMENT
A. The Corporation is a professional corporation organized under the laws of the State of ____________, and has been and is engaged in the practice of ___________________.
 
B. __________________ and __________________ each own fifty percent (50%) of the issued and outstanding capital stock of the Corporation, and __________________ and __________________ together constitute all of the officers and directors of the Corporation.
 
C. The Corporation presently has two offices, one located at __________________ [address], ___________ [city], __________ [state], (the downtown office”), and the other located at __________________ [address], ___________ [city], __________ [state], (the suburban office”).
 
D. __________________ and __________________ desire to terminate their professional relationship by liquidating and dissolving the Corporation in accordance with terms and conditions hereafter set forth.
 
NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements in this Agreement contained, the parties to this Agreement represent, warrant and agree as follows:
 
1. The Explanatory Statement shall be deemed to be a substantive part of this Agreement.
 
2. It is the intention of __________________ and __________________ and they covenant and agree that as between them:
(a) The suburban office and all assets relating to or used in connection with the operation of the suburban office shall be deemed to have belonged solely to __________________ from and after __________________, ______;
(b) All liabilities relating to or incurred in connection with the operation of the suburban office and, in either such case, incurred by __________________ from and after __________________, ______, shall be deemed to be the sole liabilities of __________________;
(c) The downtown office and all assets relating to or used in connection with the operation of the downtown office shall be deemed to have belonged solely to __________________ from and after __________________, ______; and
(d) All liabilities relating to or incurred in connection with the operation of the downtown office and, in either such case, incurred by __________________ from and after __________________, ______, shall be deemed to be the sole liabilities of __________________.
 
3. As all of the stockholders and directors of the Corporation, __________________ and __________________ shall take appropriate corporate action (by executing the documented consent action attached to this Agreement as Exhibit A and incorporated by reference in this Agreement which shall thereafter be filed with the records of the Corporation) approving and adopting the complete liquidation and dissolution of the Corporation, and __________________, ______ and the Corporation shall take such other and further steps as may be necessary or desirable to cause promptly the Corporation to be liquidated and dissolved, in accordance with the following plan of complete liquidation and dissolution:
(a) __________________ shall cause __________________, landlord of the premises used for the downtown office, to execute a written release, in the form attached to this Agreement as Exhibit B and incorporated by reference in this Agreement, releasing __________________, his heirs, personal and legal representatives, distributees, guardians, successors and assigns from all liabilities, obligations and duties under that Lease Agreement dated __________________, ______, by and between the landlord, and __________________ and __________________, as tenants.
(b) __________________ shall cause __________________, landlord of the premises used for the suburban office, to execute a written release, in the form attached to this Agreement as Exhibit C and incorporated by reference in this Agreement, releasing __________________, his heirs, personal and legal representatives, distributees, guardians, successors and assigns from all liabilities, obligations, and duties under that Lease Agreement dated __________________, ______, by and between the landlord, and the Corporation, as tenant.
(c) __________________ shall contribute to the capital of the Corporation the sum of $ ____________ (the __________________ Capital Contribution”), and __________________ shall contribute to the capital of the Corporation the sum of $ ____________ (the __________________ Capital Contribution”). The __________________ Capital Contribution and the __________________ Capital Contribution shall be utilized by the Corporation in the manner provided in Exhibit D attached to this Agreement and incorporated by reference in this Agreement.
(d) Attached to this Agreement as Exhibit E and incorporated by reference in this Agreement is a categorized list of all assets and liabilities of the Corporation as of the date of this Agreement, which divides the assets and liabilities of the Corporation into those which relate to the suburban, office (throughout this Agreement individually sometimes referred to as the suburban office assets” and the suburban office liabilities” and collectively as the suburban office assets and liabilities”) and those which relate to the downtown office (throughout this Agreement individually sometimes referred to as the downtown office assets” and the downtown office liabilities” and collectively as the downtown office assets and liabilities”). All of the suburban office assets shall be distributed to, and all of the suburban office liabilities shall be assumed and paid by __________________ at Closing upon the redemption by the Corporation of all of the capital stock of the Corporation owned of record and beneficially by __________________. All of the downtown office assets shall be distributed to, and all of the downtown office liabilities shall be assumed and paid by __________________ at Closing upon the redemption by the Corporation of all of the capital stock of the Corporation owned of record and beneficially by __________________.
(e) The Corporation shall cause the balance of the two loans payable to __________________ (Bank”) in the original principal amounts of $ ____________ and $ ____________ (collectively referred to as the Bank Loans”) to be fully repaid and discharged. Upon payment of the Bank Loans: (i) the Corporation shall procure from the Bank each of the promissory notes evidencing the Bank Loan and dated __________________, ______, and __________________, ______, respectively, marked PAID”; (ii) a termination statement or statements duly executed by Bank in respect of the security interests granted to Bank by the Corporation under the Equipment Security Agreement dated __________________, ______, between the Corporation and Bank and the Loan and Security Agreement dated __________________, ______, between the Corporation and Bank, and securing the respective Bank Loans, shall be procured by the Corporation from Bank and duly filed; and (iii) the Corporation shall procure from Bank and duly file a release duly executed and sealed by Bank in respect of the two Deeds to Secure Debt, one of which was dated __________________, ______, and executed by __________________ and his wife, as grantors, for the benefit of Bank, in respect of the premises known as __________________, ______ [city], ___________ [state], and one of which was dated __________________, ______ [city], ___________ [state], and executed by __________________ and his wife, as grantors, for the benefit of Bank, in respect of the premises known as __________________, ______ [city], ___________ [state].
(f) The sum of $ ____________ shall be held by __________________, referred to as the Escrow Agent”, pursuant to the Escrow Agreement which is attached to this Agreement as Exhibit F and incorporated by reference in this Agreement, for the payment of all federal, state and other taxes payable by the Corporation.
 
4. __________________ represents and warrants to __________________ that __________________ has incurred no unpaid liability for or on behalf of the Corporation except as follows:
(a) Those liabilities set forth on Exhibit G attached to this Agreement and incorporated by reference in this Agreement; and
(b) Those liabilities relating to or incurred in connection with the operations of the downtown office from and after __________________, ______, all of which __________________ shall assume and pay at Closing.
 
5. _____________ represents and warrants to __________________ that _______________ has incurred no unpaid liability for or on behalf of the Corporation except as follows:
(a) Those liabilities set forth on Exhibit H attached to this Agreement and incorporated by reference in this Agreement; and
(b) Those liabilities relating to or incurred in connection with the operations of the suburban office from and after __________________, ______, all of which __________________ shall assume and pay at Closing.
 
6. __________________ shall be liable and responsible for all liabilities of the Corporation created, suffered or incurred by __________________ without the knowledge of __________________ prior to __________________, ______, and which are not reflected on Exhibit G.
 
7. __________________ shall be liable and responsible for all liabilities of the Corporation created, suffered or incurred by __________________ without the knowledge of __________________ prior to __________________, ______, and which are not reflected on Exhibit H.
 
8. In the event the tax liabilities (including interest and penalties) of the Corporation exceed the sum of $ ____________ which is being held in escrow for the payment of all taxes (plus interest and penalties payable by the Corporation, __________________ and __________________ each agree that he will assume and promptly pay to the appropriate taxing authority 50 percent of the amount of such excess, to the end that all tax liabilities (plus interest and penalties) of the Corporation, of whatever nature, are promptly paid and satisfied.
 
9. __________________ shall indemnify and hold __________________ harmless from and against any and all liabilities, damages, actions, suits, proceedings, losses, costs and expenses (including reasonable attorneys fees) arising out of or in connection with any or all of the assets or liabilities which are categorized on Exhibit E as downtown office liabilities and downtown office assets.
 
10. __________________ shall indemnify and hold __________________ harmless from and against any and all liabilities, damages, actions, suits, proceedings, losses, costs and expenses (including reasonable attorneys fees) arising out of or in connection with any or all of the assets or liabilities which a categorized on Exhibit E as suburban office liabilities and suburb office assets.
 
11. __________________ and __________________ shall each pay his own counsel fees in connection with the transactions contemplated, except that the Corporation shall pay a fee of $ ____________ to the law firm of __________________, and a fee of $ ____________ to the law firm of __________________ for services rendered in connection with the liquidation and dissolution and of the Corporation.
[FOR MEDICAL BUSINESSES  choose one]
12. __________________ and __________________ have agreed among themselves to a division of patient charts, files, memoranda, X-rays, records, and documents (Patient Records”), and each presently has in his possession those Patient Records reflecting such agreement (which possession shall be deemed to be conclusive evidence of such agreement). Patients of the Corporation shall be conclusively deemed to be patients of either __________________ or __________________, as the case may be, who has possession of the Patient Records of such patients. In the event that a patient so requests in writing: __________________ shall turn over to __________________ all Patient Records of such patient in the possession of __________________ and __________________ shall turn over to __________________ all Patient Records of such patient in the possession of __________________.
[FOR NON-MEDICAL  choose one]
12. __________________ and __________________ have agreed among themselves to a division of client files, memoranda, records, and documents (Client Records”), and each presently has in his possession those Client Records reflecting such agreement (which possession shall be deemed to be conclusive evidence of such agreement). Clients of the Corporation shall be conclusively deemed to be clients of either __________________ or __________________, as the case may be, who has possession of the Client Records of such clients. In the event that a client so requests in writing: __________________ shall turn over to __________________ all Client Records of such patient in the possession of __________________ and __________________ shall turn over to __________________ all Client Records of such client in the possession of __________________.
 
13. __________________ and __________________ shall each be permitted to mail written announcements as to the termination of their relationship, the dissolution of the Corporation, and the address at which each shall continue his ________________ practice, the language of such announcements to be as set forth on Exhibit I attached to this Agreement and incorporated by reference in this Agreement.
 
14. For a period of __________________ (__________________) years following the date of this Agreement, __________________ agrees that he shall not, directly or indirectly, solicit (for himself or for any other person or entity) a patient who is presently being treated by __________________ or whose Patient Records are in the possession of __________________ (except that the mailing of written announcements as provided in paragraph 13 shall not be deemed to constitute solicitation of patients), and that for a period of one (1) year following the date of this Agreement, __________________ shall not, directly or indirectly, engage in the practice of _____________  (either for his own account or for the account of any other person or entity) within a radius of one mile from the location of the suburban office.
 
15. For a period of __________________ (__________________) years following the date of this Agreement, __________________ agrees that he shall not, directly or indirectly, solicit (for himself or for any other person or entity) a patient who is presently being treated by __________________ or whose ___________ Records are in the possession of __________________ (except that the mailing of written announcements as provided in paragraph 13 shall not be deemed to constitute solicitation of ___________ ), and that for a period of one full year following the date of this Agreement, __________________ shall not, directly or indirectly, engage in the practice of ________________ (either for his own account or for the account of any other person or entity) within a radius of one mile from the location of the downtown office.
 
16. Neither __________________ nor __________________ shall make any written or oral statements about the other that reflect other than that the other is of the highest professional competence and professional integrity.
 
17. The parties agree that each will furnish, and will instruct his partners and employees (or the employees of any professional service corporation of which he is a stockholder) to furnish the last known office telephone number and address of the other party to this Agreement to any person so seeking said information.
 
18. __________________ shall indemnify and hold harmless __________________ from and against any and all damages, liabilities, actions, suits, proceedings, losses, costs and expenses (including reasonable attorneys fees and experts fees) arising out of or in connection with any intentional or negligent act or omission of __________________ prior to the date of this Agreement, except that __________________ shall not be indemnified or held harmless to the extent that any such matter otherwise indemnifiable is covered by insurance. __________________ shall indemnify and hold harmless __________________ from and against any and all damages, liabilities actions, suits, proceedings, losses, costs and expenses (including reasonable attorneys fees and experts fees) arising out of or in connection with any intentional or negligent act or omission of __________________ prior to the date of this Agreement, except that __________________ shall not be indemnified or held harmless to the extent that any such matter otherwise indemnifiable is covered by insurance.
 
19. __________________ and __________________ severally covenant and agree to maintain for period of __________________ (__________________) years from the date of this Agreement and, except as otherwise provided in Paragraph 12 of this Agreement with respect to [Patient / Client] Records, to provide the other party with reasonable access to, any and all of the Corporations books, records, instruments and documents that exist on the date of this Agreement and that are in the possession of __________________ or __________________, as the case may be, and tax returns and other financial books and records for the Corporations fiscal year that shall end upon its liquidation and dissolution.
 
20. Except as provided in this Agreement, the Corporation and __________________, jointly and severally, do remise, release, acquit and forever discharge __________________ of and from all manner of actions, causes of action, suits, debts, covenants, accounts, trespasses, contracts, agreements, damages, judgments, liabilities, losses, costs, expenses and claims of any nature whatsoever, in law or equity, whether or not now hereafter known, suspected or claimed, which the Corporation or __________________, jointly and severally, ever had, now has, or which they hereafter can, shall or may have or allege against __________________, upon or by reason of any matter cause or thing whatsoever from the beginning of the world to the date of this Agreement.
 
21. Except as provided in this Agreement, the Corporation an __________________, jointly and severally, do remise, release, acquit and forever discharge __________________ of and from all manner of actions, causes of action suits, debts, covenants, accounts, trespasses, contracts, agreements damages, judgments, liabilities, losses, costs, expenses and claims any nature whatsoever, in law or equity, whether or not now hereafter known, suspected or claimed, which the Corporation or __________________, jointly and severally, ever had, now has, or which they hereafter can, shall, or may have or allege against __________________, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement.
22. The parties agree to execute such other and further instruments and documents, and to take such other and further actions as may be reasonably necessary to effectuate the intent of this Agreement and the transactions contemplated.
 
23. Closing for the transactions contemplated shall take place on __________________, ______, __________________, at __________________ a.m., at the offices of __________________, ______ [address], __________ [city], ____________ [state], __________________, or at such other date, time or place as may be mutually agreed upon in writing by the parties.
 
24. All of the agreements in this Agreement contained shall survive the date of Closing of this Agreement and transactions contemplated.
 
25. This Agreement shall be governed by, and construed in accordance with, the laws of the State of _______________.
 
26. This Agreement shall supersede any and all other agreements, whether written or oral, that may have been made or entered into by the parties relating to the subject matters set forth in this Agreement. This Agreement constitutes the entire agreement between the parties, and there are no agreements, understandings or commitments except as set forth in this Agreement. This Agreement may be amended only by instrument in writing, executed, sealed and delivered by all of the parties to this Agreement.
 
27. Nothing expressed or implied in this Agreement is intended or shall be construed to confer or give any person, partnership, corporation or other entity other than the parties to this Agreement any rights, or remedies under or by reason of this Agreement.
 
28. This Agreement may be executed simultaneously or in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
 
29. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective heirs, personal and legal representatives, guardians, successors and assigns.
 
30. As provided in this Agreement and as the context requires, the masculine gender shall be deemed to include the feminine and the neuter genders and vice versa; and the singular shall be deemed to include the plural and vice versa.
 
31. To the extent any provisions or portions of paragraph 14 or 15 of this Agreement shall be held, found, or deemed unreasonable, unlawful or unenforceable, then the parties expressly agree that any such provision or portion of such provision shall be modified to the extent necessary in order that any such provision or portion of such provision shall be legally enforceable to the fullest extent permitted by applicable law and that any court of competent jurisdiction shall, and the parties do expressly authorize any court of competent jurisdiction to, enforce any such provision as to modify any such provision or portion of such provision in order that any such provision or portion of such provision shall be enforced by such court to the fullest extent permitted by applicable law.
 
IN WITNESS WHEREOF, the parties have executed, sealed and delivered this Agreement the day and year first above written.
CORPORATION
 
By: ___________________________
 
 ______________________________
 
______________________________
 

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