Deed Of Dissolution Of Partnership (involving Immovableproperty) - Legal Draft

This Deed of

Dissolution Is made at ... this day ... between Mr. A residing at ...

hereinafter referred to as 'the Party of the First Part' and Mr. 'B' residing

at ... hereinafter referred to as 'the Party for the Second Part' and Mr. 'C'

residing at ... hereinafter referred to as 'the Party of the Third Part,'Whereas the Parties

hereto have been carrying on business of... in partner- ship in the Firm name

of M/s. XYZ & CO on the terms and conditions recorded in the Deed of

Partnership dated ... entered into by and between the parties hereto. since the

... day of ...And Whereas as

certain differences have arisen between the parties hereto (or as the parties

do not desire to continue the said partnership for diverse reasons the parties)

have agreed to dissolve the said partnership as from the ... day of ... on the

terms herein recorded.And Whereas the

assets of the partners consist ofi.

the

land and premises purchased and belonging to the Party of the First Part and

brought in by the Party of the First Part as his contribution to the capital of

the Firmii.

the

lands and premises described In the Second and Third Schedules hereto purchased

or otherwise acquired by the Firm in the course of Its business.iii.

and

the goodwill, the stock-in-trade, furniture and other articles and things and

bank balances and outstandings.And Whereas accounts

of the partnership business have been made upto the date of dissolution and the

total value of the assets have been ascertained to be Rs... including Bank

balances, and outstanding debts and excluding therefrom the debts and

liabilities of the Firm.And Whereas each

partner is entitled to an equal share in the assets and profits of the firm,

under the said Deed of Partnership.And Whereas it is

agreed that the property described In the First Schedule will be returned back

to the Party of the First Part in lieu of his share In the said assets, the

property described In the Second Schedule will be assigned to the Party of the

Second Part in lieu of his share in the said assets and the property described

in the Third Schedule will be retained by the Party of the Third Part in lieu

of his share in the said assets.And Whereas for

equalisation of shares the Party of the Third Part will pay to the Parties of

the First and Second Parts in cash a sum of Rs... in the manner hereinafter

provided. --And Whereas it is

agreed that the business of the firm will be continued by the Party of the

Third Part alone in the same name and he will be entitled to retain not only

the property described in the Third Schedule but all the stock-in- trade,

furniture, articles and moneys in lieu of his share in the assets subject to

payment of the said sums payable to the Parties of the First and Second Part

and subject to all debts and liabilities of the Firm and that the Parties of

the First and Second Part will be deemed to have retired from the partnershipAnd Whereas the

parties have agreed to record the terms of and effectuate the dissolution of

the Firm In the manner following.Now this Deed

Witnesseth as Follows:1.

It

Is agreed and declared that the partnership between the parties hereto in the

name of M/s ... be and it is hereby dissolved with effect from the ... day of

., 2000.2.

The

accounts of the business and assets, profits and losses of the said partnership

firm till the date of dissolution have been made and settled and signed by the

Parties and the Parties confirm the same and except as hereinafter provided no

party is liable to the others in respect thereof.3.

The

business of the Firm shall be continued to be carried on by the Party of the

Third Part alone and as the sole proprietor thereof as from the said date and

the Parties of the First and Second Part shall be deemed to have retired from

the partnership and shall have no claim thereto except to the extent

hereinafter mentioned.4.

The

property described In the First Schedule hereto shall cease to be a part of the

assets of the Firm and shall continue to belong to the Party of the First Part

in his own personal capacity and the Parties hereto of the Second and Third

Part hereby release and renounce all their right, title and Interest therein or

thereto as partners of the Firm.5.

The

property described in the Second Schedule hereto shall also cease to be a part

of the assets of the Firm and shall belong to the Party of the Second Part

alone and in his own personal right and the Parties of the First and Third Part

hereby grant, transfer and release all their respective shares, right, title and

interest therein together with the appurtenances thereto To Have and To Hold

the same unto and to the use of the Party of the Second Part absolutely subject

to the payment of the taxes, rates, assessments, dues and duties payable in

respect thereof to the Government or Municipal Corporation or any other public

body.6.

The

Parties of the First and Second Part also release or renounce in favour of the

Party of the Third Part all their share, right. title and interest, claim and

demand in or to the stock-in-trade. furniture and other articles and moneys

belonging to the Firm, the goodwill, thereof and in or to all the debts and

outstandings belonging to the Firm.7.

The

property described in the Third Schedule hereto shall belong to the Party of

the Third Part alone and the Parties of the First and Second Part hereby grant,

transfer and release all their respective shares, rights. title and interest

therein To Have And To Hold the same unto the use of the Party of the Third

Part absolutely subject to the payment of all the taxes, rates, assessments,

dues and duties In respect thereof payable to the Government or the Municipal

Corporation or any other public body.8.

The

Party of the Third Part agrees and covenants to pay to each of the parties of

the First and Second Parts a sum of Rs... by quarterly equal instalments with

Interest thereon at ... % p.a. the first of such instalments to be paid on the

... day of ... and each subsequent instalments on the ... day of each

subsequent quarter provided that in default of payment of any two instalments

the whole of the said amount or any part thereof then remaining due shall

become payable forthwith and provided further that, the payment of the said

amounts shall remain charged on the property described in the Third Schedule hereto

and allotted to the Party of the Third Part.9.

The

Party of the Third Part covenants with the Parties of the First and Second Part

that he will pay and is liable to pay all the debts and liabilities of the Firm

subsisting on the date of dissolution including liabilities of Firm's

income-tax and other taxes and Government dues and shall indemnify and keep

indemnified the Parties of the First and Second Parts against the said

liability and against all loss, costs, charges and expenses incurred by any of

them on account of such debts and liabilities or any of them or any part

thereof being required to be paid by them or any of them.10.

Each

of them the Parties hereto hereby releases the other or others from all

proceedings. accounts, claims and demands in respect of the said partnership

but without prejudice to any rights or claims and remedies in respect thereof

under these presents.11.

The

Parties of the First and Second Part hereby jointly and severally appoint,

nominate and constitute the Party of the Third Part their attorney or agent

with authority to collect all the assets and property of the partnership and to

ask, demand, sue for and recover and receive and to sign and give discharge for

all the debts. estate and effects or other moneys due or owing or in any wise

belonging to the said partnership and to settle accounts. reckoning, matters

and things whatsoever relating thereto and to compound or release all or any of

the debts or claims belonging to the partnership and to Institute any suit or

legal action or other proceedings for compelling payment, discharge or delivery

of any moneys or other property belonging to the partnership and for any of the

purposes aforesaid from time to time to appoint any substitute or substitutes

and at any time to remove him or them, to sign, declare pleadings. applications

and other papers as may be required for the purpose. and generally to do all

such acts and things as may be necessary or expedient for the purpose of

recovering All debts and liabilities of the Firm or for vesting in the Party of

the Third Part the premises hereby assigned or released to him.12.

The

Parties of the First and Second Part shall not for a period of one year from

the date hereof carry on or engage or be concerned or interested either

directly or indirectly in the same business carried on by the said partnership

in the city of ...13.

The

benefits of or rights to all permits licenses held by the said Firm shall

belong to the Party of the Third Part alone and the Parties of the First and

Second Part will have no right or claim thereto.14.

Each

of the parties hereto agrees and undertakes to sign all applications.

documents, and other papers as may be. required to properly transfer the

properties and other assets allotted, assigned or released to the other or

others including all licenses and permits in the Government or Municipal

records or otherwise but the costs, charges and expenses in respect thereto

will be borne by the party requiring such documents to be signed.15.

Each

of the parties hereto assures the others that except as recorded in the books

of account of the Firm and other record, any of them has not received.

collected or discharged or compromised any claim demand or credit due or to

become due to the Firm or incurred any debt or liability or obligation that may

now or hereafter directly or indirectly charge or affect the partnership or any

of Its property and assets.16.

The

notice of the dissolution of the firm in the prescribed form will be given by

the Party of the Third Part within prescribed time as required by the

Partnership Act and Rules made thereunder and the Party of the Third Part will

publish the dissolution in the Government Gazette as early as possible.17.

All

the expenses of and incidental to stamp and registration of this Deed will be

borne by the parties hereto in equal shares.18.

The

original of this Deed will remain in the custody of the Party of the Third Part

and will be produced by him to the other or others whenever required for

inspection or production before any Court. any Govt. Officer, Central or State,

including the Offices of the Income tax and Sales Tax Department. One duplicate

signed copy of this Deed will remain with each of the other two parties hereto.19.

Notwithstanding

anything hereinbefore contained all the liability for income-tax on the

personal Income including capital gains tax of any party hereto including any

interest thereon and penalties imposed In respect thereof incurred before

dissolution or after will be that of the party whose Income it is and such

party shall indemnify and keep indemnified the other parties against such

liability and costs. charges and expenses incurred on that account.IN WITNESS WHEREOF

the parties have put their respective hands the day and year first hereinabove

written.THE FIRST SCHEDULE

ABOVE REFERRED TOTHE SECOND SCHEDULE

ABOVE REFERRED TOTHE THIRD SCHEDULE

ABOVE REFERRED TOSigned and delivered

by the withinnamed Party of theFirst Part Mr. A in

the presence ofSigned and delivered

by the withinnamed Party of theSecond Part Mr. B in

the presence ofSigned and delivered

by the withinnamed Party of theThird Part Mr. C in

the presence of