Legal Strike Off Document

LEGAL STRIKE OFF DOCUMENT

This Strike Off Agreement (the "Agreement") is made as of between Company Name: , Company Registration Number: , Registered Office: (the "Company"); and Applicant Name: , Acting As: , Address: (the "Applicant"). The Company and the Applicant are each a "Party" and together the "Parties".

RECITALS

WHEREAS, the Company is a legal entity duly incorporated and registered under its applicable laws and is recorded under the registration number set forth above;

WHEREAS, the board of directors of the Company has determined that it is in the best interests of the Company and its stakeholders to effect a voluntary strike off from the register and to cease the Company’s legal existence in an orderly manner; and

WHEREAS, the Applicant represents that it has the authority and capacity to apply for and process the strike off on behalf of the Company and has agreed to undertake the actions, notifications and indemnities set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, the following terms have the following meanings: "Strike Off Application" means the formal application or documentation submitted to remove the Company from the statutory register; "Effective Strike Off Date" means the date upon which the Company is removed from the register.

2. COMPANY INFORMATION

Limited by shares    Limited by guarantee    Unlimited    LLP

3. AUTHORITY AND RESOLUTION

The Applicant represents and warrants that, as of the Effective Date, it has obtained all necessary corporate approvals and resolutions authorizing the filing of the Strike Off Application and the execution of this Agreement on behalf of the Company. The Applicant shall attach a certified true copy of the board resolution authorizing the strike off process to the Strike Off Application where required.

4. APPLICATION AND UNDERTAKINGS

The Applicant agrees to prepare, submit and procure the filing of the Strike Off Application on or before and to take all reasonable steps necessary to effect the strike off. The Applicant shall:

(a) conduct a search for and arrange for settlement or formal notice to all known creditors and claimants in accordance with applicable procedures; (b) ensure all statutory filings, returns and tax declarations due and payable prior to strike off are submitted or otherwise addressed; and (c) publish or dispatch any required notices or public announcements relating to the strike off.

5. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants that, as of the Effective Date: (a) there are no outstanding petitions, actions or proceedings in which a receiver, administrator, liquidator, trustee or other insolvency officer has been appointed or in which such appointment is threatened; (b) all taxes, fees and statutory liabilities known to the directors to be payable have been or will be discharged before the Effective Strike Off Date; and (c) the Company has no material contingent liabilities other than those disclosed in writing to the Applicant.

The Applicant represents and warrants that it has full power and authority to act on behalf of the Company in respect of the Strike Off Application and that all information and documents supplied in connection with the strike off are true, complete and not misleading in any material respect.

No insolvency proceedings are pending or anticipated
All material liabilities will be settled prior to strike off
No material unperformed contracts remain that would prevent strike off

6. INDEMNITY

The Applicant shall indemnify, defend and hold harmless the Company, its directors, officers and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or resulting from any breach of the representations, warranties or undertakings contained in this Agreement or arising from any omission, misstatement or failure to notify known creditors or claimants in accordance with applicable procedures.

7. NOTICES

All notices, demands or other communications required or permitted hereunder shall be in writing and delivered to the addresses below or to such other address as either Party may designate by written notice to the other.

8. LIABILITY SURVIVAL

The covenants, representations, warranties and indemnities contained in this Agreement shall survive the Effective Strike Off Date to the extent necessary to give effect to their nature and intent.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws chosen by the Parties. The Parties submit to the exclusive jurisdiction of the competent courts of the chosen jurisdiction with respect to any dispute arising out of or in connection with this Agreement.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings, whether written or oral.

11. SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such provision shall be severed and the remainder shall remain in full force and effect. Any amendment or waiver of any provision of this Agreement shall be effective only if in writing and signed by both Parties. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. FURTHER ASSURANCES

Each Party agrees to execute and deliver such further documents and to take such further acts as may be reasonably required to carry out the purposes of this Agreement, including signing any supplemental documents necessary to effect the Strike Off Application.

EXECUTION

The Parties have executed this Agreement through their authorised signatories below.

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