Legal Windup Documents

Legal Windup Documents

This WIND-UP AND DISSOLUTION AGREEMENT (the Agreement) is made effective as of by and between Company Name: with principal place of business at , and Wind-Up Agent Name: with business address at .

Recitals

WHEREAS, the Company is an entity formed under applicable law and the parties have determined that it is advisable and in the best interests of the Company and its stakeholders to commence a wind-up and dissolution of the Company's business and affairs in accordance with law and the terms set forth herein; and

WHEREAS, the parties desire to set forth the manner, timing and procedures by which the remaining assets of the Company will be marshalled, liabilities will be discharged or provided for, and remaining distributions, if any, will be made to members, shareholders or creditors in accordance with applicable law; and

WHEREAS, the Company has appointed the Wind-Up Agent to act on behalf of the Company for the purpose of conducting the winding up, and the Wind-Up Agent has accepted such appointment subject to the terms and limitations set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Assets" means all property, rights, claims and interests owned or held by the Company as of the Effective Date or thereafter acquired in the course of the winding up; and (b) "Claims" means any debts, liabilities, obligations, demands or causes of action asserted against the Company, whether liquidated or unliquidated, matured or unmatured, known or unknown.

2. Appointment of Wind-Up Agent

The Company hereby appoints the Wind-Up Agent to act as the Company's agent solely for the purpose of winding up the affairs of the Company. The Wind-Up Agent accepts such appointment and agrees to act in such capacity subject to the terms and limitations of this Agreement.

3. Powers and Duties of the Wind-Up Agent

The Wind-Up Agent shall have the power and duty to take all actions reasonably necessary to wind up the Company's affairs, including without limitation: (a) to collect and reduce to possession the Assets of the Company; (b) to compromise, settle or defend Claims; (c) to sell, transfer or otherwise dispose of Assets in a commercially reasonable manner; (d) to pay or make reasonable provision for Claims and expenses of winding up; (e) to maintain insurance as appropriate; and (f) to take such other actions as are necessary to effectuate an orderly liquidation and final distribution of Assets in accordance with applicable law.

4. Notice to Creditors and Claims Procedure

The Wind-Up Agent shall give notice to known creditors and shall publish notice to unknown creditors where required by applicable law. Claims against the Company shall be submitted in writing to the Wind-Up Agent at the address set forth below. The Wind-Up Agent shall establish a procedure for the review and resolution of Claims and shall have authority to accept, reject or compromise Claims in accordance with the standards set forth in this Agreement and applicable law.

5. Assets, Liabilities and Inventory

Within thirty (30) days of the Effective Date, the Wind-Up Agent shall prepare a written inventory describing all known Assets and Liabilities of the Company and shall attach a copy of such inventory to the final distribution statement. The inventory shall identify material contracts, leases, real property, accounts receivable, and known contingent liabilities.

6. Distribution of Remaining Assets

After payment or provision for all Claims, costs of winding up and taxes, the Wind-Up Agent shall distribute remaining Assets in accordance with the Company's governing documents and applicable law. Distributions to members or shareholders shall be made pro rata in accordance with their respective rights and priorities as described in the governing documents unless otherwise agreed in writing by the parties.

7. Tax Matters

The Wind-Up Agent shall cause to be prepared and filed all final tax returns and compliance reports required by federal, state and local authorities. Any tax liabilities arising from the liquidation shall be paid from Company Assets prior to distributions. The Wind-Up Agent shall provide each party with a final tax accounting and such forms, statements or certificates reasonably required to permit completion of tax filings.

8. Books and Records

The Wind-Up Agent shall preserve the Company's books and records for a period required by applicable law and shall deliver copies to the parties upon reasonable request. Original books and records may be delivered to a designated custodian at the conclusion of the wind-up if so directed by the parties in writing.

9. Indemnification

The Company shall indemnify and hold harmless the Wind-Up Agent and its affiliates, agents and representatives from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to the Agent's good faith performance of duties under this Agreement, except to the extent such liabilities result from gross negligence, willful misconduct or bad faith of the Wind-Up Agent.

10. Costs and Compensation

The Wind-Up Agent shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with the wind-up and to receive compensation as agreed between the Company and the Agent. If no compensation agreement is attached, the Agent shall be entitled to reasonable compensation as determined in light of customary market rates for comparable services.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to its conflict of laws principles.

12. Entire Agreement

This Agreement, together with any schedules or exhibits attached hereto and any written agreements expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

13. Severability

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of this Agreement shall remain valid and enforceable to the fullest extent permitted by law.

14. Amendments and Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

15. Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth in the opening paragraph or to such other address as a party may specify in writing.

16. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission shall be effective as originals for the purposes of this Agreement.

Miscellaneous

The parties represent and warrant that they have the authority to enter into this Agreement. The parties agree to cooperate in good faith to effectuate the purposes of this Agreement and to provide such further documentation and instruments as may be reasonably requested.

Corporation Limited Liability Company Partnership

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