COPART NERSHIP. or their intention, in which case the partner or partners so quitting the said copartnership, shall be entitled to receive no more than the balance of Manufacturers and Dormant Partners. Continuing partbalance to him, ners to pay over capital and profits which appeared due to him or them respectively, on the then last day of settling the copartnership accounts, without any interest thereon, to the time he or they shall so quit the said partnership, and without having any allowance for profits (save only what he or they may lawfully be entitled to for subsistence-money, as aforesaid); AND that the continuing partners or partner shall duly execute and deliver a bond, at their or his expense, for payment to the partner or partners so quitting, his or their respective executors or administrators, of the amount of such balance, with interest for the same after the rate aforesaid, from the time of his or their quitting the copartnership, within the space of calendar months then next after, by four equal payments, the first payment whereof to be made within six calendar months next after such quitting, the second payment whereof to be made within twelve calendar months, the third payment whereof to be made within eighteen calendar months, and the last or remaining payment whereof to be made within twenty-four calendar months next after such quitting; And that all and subsequent the profits of such quitting partner or partners continuing which shall lapse and fall in, as not being claimable by him or them, shall belong to the continuing partners according to their shares and interests in the said partnership concern; AND profits to go to partners. NERSHIP. and Dormant Partners. Continuing demnify against debts, if the trade be solvent. COPART- in case the said copartnership concern shall appear to be then solvent, and fully competent to Manufacturers the discharge of all lawful demands thereon, then such continuing partners shall (if required) enter into a bond, at their expense, in a reasonpartners to in- able penalty, for indemnifying and saving harmless the partner or partners so quitting, and his and their respective heirs, executors, and administrators, from and against all and every such debts and engagements which shall be then due, owing, or subsisting, by, from, or with regard to the said partnership estate, upon the partner or partners so quitting, transferring, assigning, and releasing to the others of the said partners all his or their share and interest, or shares and interests, in any patent or patents, leases, apparatus, and other the copartnership effects, save only and without prejudice to such right, claim, and interest, as such quitting partner or partners may have and be entitled unto, under the bond last mentioned; AND further, that at the expiration of the said copartnership, whether by effluxion of time or otherwise, a general account in writing shall be taken of all the stock, goods, wares, merchandises, monies, and other things remaining and being in the said joint trade, or owing or belonging to the said partners on account thereof, and also of all debts due or owing by them to any person or persons on account of the said joint trade; and upon finishing the last-mentioned account, the partner who shall have advanced or lent any sum of money more than the other to the said co Expiration of copartnership stock to be divided. COPARTNERSHIP. partnership, shall be first paid and satisfied such sum of money as he shall have so advanced or lent more than the other, and which shall then be due Manufacturers and Dormant Partners. debts to be got in by a col lector. and owing, and all interest then due thereon, and all other debts which shall be due and owing from or by the said copartnership, shall be also satisfied and discharged, and then the residue of the goods, wares, merchandises, monies, stock, debts, and effects, belonging, due, or owing to the said copartnership or joint business, shall, with all convenient speed, be parted and divided between the said partners according to their then respective shares, proportions, rights, and interests, in the then copartnership capital, and to their respective executors and administrators; AND that with re- Outstanding gard to outstanding debts, it is hereby agreed that the said partners shall and will appoint some person or persons, to be approved of by the major part of them (with a due recompense or allowance for his or their care and trouble therein), to receive and collect such outstanding debts; who shall, upon the last day of every month (if the same shall not happen to be a sabbath), and if so, then the day before, account for and pay over, in such manner as all the said partners shall direct, the monies which shall from time to time be so collected and received, and that in case any of Debts remainthe said debts shall, at the end of the term of three years, remain outstanding and unreceived, then they the said partners shall, with all convenient speed, put the said debts under three heads, good, dubious, and desperate debts, and ing at the end of three years to be classed. COPARTNERSHIP. and Dormant Partners. Division of stock to be made persons, allot unto each other a just and fair proportion of the said three sorts of debts accordingly, in order Manufacturers that the same may be equally and fairly divided amongst them, according to their several and respective interests in the said copartnership concern; AND for facilitating such division and by indifferent distributing of the copartnership property, as well that got in as that outstanding, it is hereby agreed that the same shall be made by disinterested persons experienced in the trade, one whereof to be nominated by every of the then partners, his executors or administrators, with power for the persons so to be nominated to choose an umpire to decide between them (if necessary), which said several persons, or the major part of them, or their umpire, if called upon to decide, shall have full power to allot unto either of the said partners, his executors or administrators, as and for the part or the whole (as the case may be) of his or their share the entirety of and in any leasehold or such other copartnership property as from its nature may not be devisable without being converted into money; AND further, that upon such division being made, the said then partners shall and will, at the request and expense of the party requiring an assignment aforesaid, assign unto each other respectively, and their respective executors, administrators, and assigns, the share and shares of the property so to be allotted as last mentioned, and shall and will join in and execute all such powers as shall be necessary to enable each other to sue for, or otherwise act and parties to assign to each other. COPART NERSHIP. and Dormant Partners. with regard to the property so to be assigned, in such manner as the partner or partners taking such assignment shall think proper, the party assigning Manufacturers being effectually indemnified by the party requiring such assignment, from any subsequent expense and responsibility with regard to the property aforesaid; PROVIDED ALWAYS, and it is No credit to be given after hereby further declared and agreed, by and be- expiration of tween the said parties, that if any of the said copartnership. partners, after the determination of the said copartnership, shall give any fresh or further credit to any person on the copartnership account, such partner or partners shall take the same upon himself and themselves, and the account of such credit shall be debited on his or their account, as so much to be received by him or them in part of his or their share or shares upon the final division of the copartnership effects; PROVIDED ALWAYS, and it is hereby further agreed and declared, if any of the said partners shall assign or part with his share and interest of and in the said copartnership property, or any part thereof, or wittingly or willingly commit or suffer to be done any fraud or collusive act to the prejudice or discredit of the said partnership trade, or any of the said partners, then that copartnership shall be considered as therein instantly determined as to the offending party only, who shall in such case be paid the amount, in value, of his or their share or shares of the said partnership stock and effects then in hand, according to the VOL. VII. L Malpractices of parties a dis either of the solution of part nership. |