Business Elimination Form

Business Elimination Form

This Business Elimination Form documents the mutual agreement of the parties set forth below to effectuate the elimination, dissolution, winding-up, sale, transfer or other cessation of the business described herein in accordance with the terms and conditions contained in this instrument.

Parties

Recitals

WHEREAS, Eliminating Party operates the business under the name: , registered in the jurisdiction of and holding registration or identification number .

WHEREAS, the parties desire to eliminate the business operations described herein by performing the actions described in this form and to document the legal, financial and administrative responsibilities associated with such elimination.

WHEREAS, the parties represent and warrant that they have the authority to execute this Business Elimination Form and that the elimination will be conducted in compliance with applicable laws and contract obligations.

Scope of Elimination

The Eliminating Party shall cease business operations and undertake the wind-up actions set forth below. Describe the specific actions, transfers, dispositions, and responsibilities necessary to effectuate elimination.

Administrative Checklist

Confirm completion or indicate planned action for the following matters as part of the elimination process.

Assets disposition plan prepared and approved

Employee notifications and final payroll arrangements completed

Creditors and secured parties notified and claims procedures established

Licenses, permits and registrations addressed for termination or transfer

Tax filings, final returns and obligations scheduled and assigned

Payment Terms

If consideration is payable in connection with the elimination (sale, transfer, settlement or reimbursement), the parties agree to the following payment terms.

Term and Termination

This Business Elimination Form is effective as of the Effective Date set forth below and remains in effect until the completion of the elimination actions or earlier termination in accordance with this section.

Effective Date:

Expected Completion Date: .

Confidentiality

The parties acknowledge that during the elimination process they or their representatives may receive confidential or proprietary information. Each party agrees to maintain the confidentiality of non-public information disclosed in connection with the elimination and to use such information solely for purposes of completing the elimination, and not for competitive use or disclosure to third parties except as required by law or with prior written consent of the disclosing party.

Confidentiality Acknowledgement: I acknowledge and agree to the confidentiality obligations above.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Business Elimination Form, that execution and performance of this Form will not violate other agreements, and that all required internal approvals have been obtained. The parties further warrant that they will take all commercially reasonable steps to minimize liabilities arising from the elimination.

Governing Law

This Business Elimination Form shall be governed by and construed in accordance with the laws of:

Indemnification

The Eliminating Party shall indemnify and hold harmless the Counterparty from and against all third-party claims, liabilities, losses and expenses arising out of acts or omissions of the Eliminating Party in connection with the business prior to the Effective Date, except to the extent such claims arise from the Counterparty's breach or willful misconduct.

Entire Agreement

This Business Elimination Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by both parties.

Certifications

By signing below, each signatory certifies under penalty of perjury that they are authorized to execute this Business Elimination Form on behalf of the party for which they sign, that all representations contained herein are true and correct, and that they will perform their respective obligations in good faith and in accordance with applicable law.

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