Legal Dissolution Receipt

Legal Dissolution Receipt

This Legal Dissolution Receipt (the "Receipt") is made and entered into as of Effective Date: by and between Dissolving Entity: , organized as: Entity Type: LLC Corporation Partnership Other , and Recipient: with principal address:

Recitals

WHEREAS, the Dissolving Entity has taken the necessary corporate or organizational actions to dissolve and wind up its affairs, including adoption of a resolution to dissolve on Date of Resolution: ;

WHEREAS, the Dissolving Entity has prepared or will prepare dissolution instruments, final accountings, and other documents necessary to effectuate the dissolution and to transfer remaining assets and liabilities;

WHEREAS, the Recipient is authorized to receive, hold, administer, distribute, and account for the assets and records of the Dissolving Entity in accordance with the terms set forth in this Receipt.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Receipt of Dissolution Instruments

The Recipient hereby acknowledges receipt of the following dissolution instruments, records, and related materials delivered by the Dissolving Entity (check all that apply and describe below):

2. Transfer of Assets and Liabilities

The Dissolving Entity transfers and conveys to the Recipient all right, title and interest in the assets listed below to be held, liquidated or distributed in accordance with this Receipt. The parties shall specifically identify and attach any schedules of physical assets, accounts receivable, bank accounts, contracts assumed, and known liabilities.

Total estimated value of assets received: $

Total estimated amount of known liabilities: $

3. Representations and Warranties

The Dissolving Entity represents and warrants to the Recipient that: (a) it is duly organized and in good standing under applicable law to the extent required for dissolution; (b) it has full authority to transfer the instruments and assets described in this Receipt; (c) to the best of its knowledge, except as disclosed in the instruments and schedules delivered, no litigation, claim, or administrative proceeding is pending that would materially impair the transferred assets; and (d) all material corporate approvals required for dissolution have been obtained.

The Recipient represents that it will act in good faith and in accordance with applicable fiduciary or statutory obligations to administer, liquidate, or distribute assets and to account to claimants and former owners as required by law and agreement.

4. Release and Indemnity

Upon execution of this Receipt and delivery of the identified instruments, the Recipient releases the Dissolving Entity from claims arising after the Effective Date with respect to matters disclosed in the delivered materials. The Dissolving Entity agrees to defend, indemnify and hold harmless the Recipient from any claims, liabilities, taxes, penalties, costs or expenses (including reasonable attorneys' fees) resulting from material misrepresentations in the delivered instruments or from liabilities not disclosed as of the Effective Date, except to the extent such liabilities arise from Recipient's gross negligence or willful misconduct.

5. Accounting; Final Distribution

The Recipient shall render a final written accounting of receipts, disbursements, claims paid, and distributions within days after the Effective Date. Following completion of the accounting and resolution of allowed claims, the Recipient shall distribute remaining assets in accordance with the Dissolving Entity's governing documents and applicable law. Special distribution instructions, if any, are set forth below:

6. Confidentiality

All non-public financial records and proprietary information delivered to the Recipient shall be maintained in confidence and used solely for purposes of winding up and distributing the Dissolving Entity's assets, except to the extent disclosure is required by law or a court of competent jurisdiction. The Recipient shall take commercially reasonable measures to protect confidential materials.

7. Notices

All notices, requests, demands and other communications under this Receipt shall be delivered to the addresses below and are effective upon receipt.

8. Governing Law; Venue

This Receipt shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Exclusive venue for any dispute relating to this Receipt shall be in the courts of that state.

9. Entire Agreement; Amendments; Waiver; Counterparts

This Receipt, together with any exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. This Receipt may be amended only by a written instrument signed by both parties. No waiver shall be effective unless in writing and signed by the party waiving compliance. This Receipt may be executed in counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

10. Severability

If any provision of this Receipt is held invalid or unenforceable, the remainder of this Receipt shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the greatest extent permitted by law.

11. Miscellaneous

The parties acknowledge that each has had an opportunity to review this Receipt with counsel of their choice and that this Receipt shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Sign Now