A Sacramento California Agreement to Dissolve and Wind up Partnership with Sale to Partner and Disproportionate Distribution of Assets is a legal document that outlines the terms and conditions for ending a partnership in Sacramento, California, where one partner is interested in purchasing the assets of the partnership from the other partner(s) and distributing them unevenly. This type of agreement is typically used when a partnership decides to dissolve and one partner wants to acquire the assets of the partnership for personal use or to continue business operations. It allows for a smooth and orderly dissolution of the partnership while outlining the details of the sale and the distribution of assets among the partners. Key terms and requirements that may be addressed in this agreement include: 1. Dissolution of Partnership: The agreement begins by clearly stating the intention of all partners to dissolve the partnership. It may specify the reasons for dissolution, such as retirement, financial difficulties, or a desire to pursue other business opportunities. 2. Assets and Liabilities: A comprehensive list of all partnership assets, including tangible and intangible assets, is included in the agreement. This list ensures transparency and serves as a reference for the subsequent sale and disproportionate distribution of assets. Additionally, the agreement may address the liabilities of the partnership and how they will be settled. 3. Sale Price and Terms: The partner interested in purchasing the assets must specify the price they are willing to pay to the other partner(s). This section may cover the payment schedule, terms of payment, and any collateral or security agreements related to the transaction. 4. Disproportionate Distribution of Assets: In some cases, partners may agree to distribute the assets unevenly based on predetermined shares or other agreed-upon criteria. This section would outline how the distribution of assets will occur, specifying each partner's portion and providing any other relevant details. 5. Release and Indemnification: To protect all parties involved, a release and indemnification clause may be included. This clause ensures that each partner releases the others from any future claims or liabilities related to the partnership and the assets distributed. It is important to note that variations of this agreement may exist depending on the specific circumstances of the partnership dissolution, the types of assets involved, and the preferences of the partners involved. However, regardless of the variations, the main objective remains the same — to facilitate the dissolution of the partnership, ensure a fair sale of assets, and allow for the disproportionate distribution of assets according to the agreed-upon terms.