Dissolution of Subsidiary Agreement

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Phone: {{phone}}

Email: {{email}}

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DISSOLUTION OF SUBSIDIARY AGREEMENT

This Dissolution of Subsidiary Agreement (“Agreement”) is made and entered into on this {{date}} day of {{month}}, {{year}} (the “Effective Date”), by and between:

**{{Parent_Company_Name}}**, a company duly incorporated and existing under the laws of {{Parent_Company_Jurisdiction}}, with its registered office located at {{Parent_Company_Address}} (hereinafter referred to as the “Parent Company”); and

**{{Subsidiary_Company_Name}}**, a company duly incorporated and existing under the laws of {{Subsidiary_Company_Jurisdiction}}, with its registered office located at {{Subsidiary_Company_Address}} (hereinafter referred to as the “Subsidiary”).

**WHEREAS**, the Parent Company is the sole shareholder of the Subsidiary;

**WHEREAS**, the Parent Company has determined that it is in its best interest to dissolve the Subsidiary in accordance with applicable laws and regulations;

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

1. RESOLUTION TO DISSOLVE

The Parent Company hereby resolves to dissolve the Subsidiary, {{Subsidiary_Company_Name}}, effective as of {{Effective_Dissolution_Date}}. All necessary corporate actions and resolutions required by the laws of {{Subsidiary_Company_Jurisdiction}} have been or will be taken to effectuate this dissolution.

2. APPOINTMENT OF LIQUIDATOR

The Parent Company hereby appoints {{Liquidator_Name}}, residing at {{Liquidator_Address}}, as the liquidator (the “Liquidator”) of the Subsidiary. The Liquidator shall be responsible for overseeing the winding-up process of the Subsidiary, including but not limited to, the realization of assets, settlement of liabilities, and distribution of surplus assets to the Parent Company.

3. POWERS AND DUTIES OF THE LIQUIDATOR

The Liquidator shall have all powers necessary and incidental to wind up the affairs of the Subsidiary, including without limitation, the power to:

a. Take possession of all assets of the Subsidiary.

b. Sell or dispose of any assets of the Subsidiary by public auction or private contract.

c. Pay or settle all debts, obligations, and liabilities of the Subsidiary.

d. Commence, defend, or participate in any legal proceedings involving the Subsidiary.

e. Prepare final accounts of the Subsidiary.

f. Distribute any surplus assets to the Parent Company.

4. ASSET REALIZATION AND LIABILITY SETTLEMENT

The Liquidator shall proceed with the orderly realization of all assets of the Subsidiary and shall apply the proceeds therefrom to satisfy all outstanding liabilities and obligations of the Subsidiary in the following order of priority:

a. Costs and expenses of the liquidation.

b. Secured creditors.

c. Unsecured creditors.

Any remaining assets after the settlement of all liabilities shall be distributed to the Parent Company as the sole shareholder.

5. INDEMNIFICATION

The Parent Company hereby agrees to indemnify and hold harmless the Liquidator from and against any and all claims, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from the Liquidator’s performance of duties in connection with the dissolution of the Subsidiary, except in cases of gross negligence, fraud, or willful misconduct on the part of the Liquidator.

6. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{Governing_Jurisdiction}}. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{Governing_Jurisdiction}}.

7. ENTIRE AGREEMENT

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

Signature Block

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

**PARENT COMPANY**

By: ________________________

Name: {{Parent_Company_Signatory_Name}}

Title: {{Parent_Company_Signatory_Title}}

**SUBSIDIARY COMPANY**

By: ________________________

Name: {{Subsidiary_Company_Signatory_Name}}

Title: {{Subsidiary_Company_Signatory_Title}}

**LIQUIDATOR**

By: ________________________

Name: {{Liquidator_Name}}

Date: {{Date_of_Signature}}