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GENERAL CONVEYANCE (WIND-UP) AGREEMENT


This General Conveyance (Wind-Up) Agreement (the Agreement) is effective [DATE],

BETWEEN:  [YOUR COMPANY NAME] (the "Parent"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]

AND:  [SECOND PARTY NAME] (the "Subsidiary"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


WHEREAS the Subsidiary wishes to dissolve pursuant to the laws of [COUNTRY];

WHEREAS the Parent owns all the outstanding shares in the capital stock of the Subsidiary;

WHEREAS the Parent has agreed to assume and discharge all the liabilities, if any, and obligations of the Subsidiary and has also agreed to assume all expenses in connection with the proposed dissolution of the Subsidiary;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained, it is agreed by and between the parties hereto as follows:


1.  ASSIGNMENT OF PROPERTY

1.1  The Subsidiary conveys, transfers and assigns unto the Parent with effect as of and from the close of business on l (the Effective Date) all rights, title, benefit, interest and obligations to and under its property and assets of every nature and kind whatsoever, including, without limiting the generality of the foregoing:

a)  all the property of the Subsidiary, moveable and immoveable, real or personal, tangible or intangible, of every kind and wheresoever situate;

b)  all book and other debts due or accruing due to the Subsidiary and the full benefit and advantage of all security for such debts;

c)  all existing contracts, leases, agreements and engagements to which the Subsidiary is or may be bound;

d)  all cash on hand in banks and all securities, if any, owned by the Subsidiary; and

all other property, assets and rights which the Subsidiary is or may hereafter be entitled to in connection with the business formerly carried on by it or otherwise.

1.2  The Subsidiary irrevocably appoints any officer or director of the Parent its attorney to sign and execute on behalf of the Subsidiary all deeds, documents and assurances and to do all acts and things necessary or advisable for the purpose of vesting in the Parent, the property and assets hereby transferred. The Subsidiary further irrevocably appoints any officer or director of the Parent its attorney to give or grant acquittances, releases, receipts, discharges, quittances, with or without consideration, and where same is required, to request any registrar to radiate any charges.


2.  ASSUMPTION OF DEBTS AND OBLIGATIONS

2.1  The Parent agrees to assume and discharge all liabilities, if any, and obligations owing by the Subsidiary as well as all expenses (including reasonable legal fees) resulting from and in connection with the dissolution of the Subsidiary.


3.  MISCELLANEOUS

3.1  The Subsidiary agrees that upon reasonable request of the Parent, it will from time to time after the Effective Date execute, acknowledge and deliver or cause to be delivered any and all such further assignments, transfers, conveyances, or other instruments as may be reasonably required in conformity with this Agreement for the purposes of completely transferring and conveying to the Parent any assets or rights to be transferred or assigned hereunder.

3.2  This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, legatees, executors, legal representatives, successors and assigns.

3.3  This Agreement shall be governed by and construed in accordance with the laws of the [State/Province] of [STATE/PROVINCE].


IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


FIRST PARTY (PARENT COMPANY)      SECOND PARTY (SUBSIDIARY)



                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title

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