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to be referred to arbitration, but before any arbitrator shall have been chosen by him as aforesaid, then the executors or administrators of the partner so dying shall have the same power of choosing an arbitrator as the partner represented by him would have had by virtue of these presents. And it is hereby agreed, that the arbitrators so appointed as aforesaid, or any two of them, shall award, adjudge, and determine concerning such differences and controversies; and each of the said partners shall and will stand to, obey, fulfil, perform, and keep the award and determination of such arbitrators or any two of them, and pay such costs as they shall award and direct, so as such award of and concerning the premises be made in writing under the hands and seals of such arbitrators, or any two of them, ready to be delivered to the said parties hereto, their executors, administrators, or assigns, within thirty days next after the time fixed by the said arbitrators for making their award therein; and for the better enforcing the performance and observance of every such award, the same shall from time to time be made a rule of the Court of Queen's Bench, according to the direction of the statute, in that case made and provided.
28. Provided always, and these presents are upon this express con- Expulsion dition, that if any person who, by virtue of these presents shall be a clause. partner in the said joint concern, shall refuse to keep proper accounts, or shall give cheques not authorized as herein before mentioned, or shall employ the monies of the said partnership for other than partnership purposes without such consent as aforesaid, or shall without the lik consent draw, accept, indorse, or negotiate any bill of exchange or promissory note, or any other security in the name or names of his copartners, so as to make him or them liable for payment of any sum or sums of money not in the ordinary course of the said partnership business, or shall do or suffer any act or thing whereby the said joint concern shall be incumbered, prejudiced, or affected, or shall, except with such consent as aforesaid, embark in any other coal partnership which shall use the
Railway for the conveyance of their coals, or shall sell, or in any manner attempt to sell, his share or shares in the said joint concern without giving the continuing partner or partners an option to purchase the same as aforesaid, or shall become bankrupt, insolvent, or outlawed, or suffer his body to be taken in execution for more than one calendar month, or shall do, permit, or suffer any act, deed, matter, or thing whatsoever, whereby the said partnership monies or effects may be seized, attached, or taken in execution, then and in every of such cases the other partner or partners shall be at liberty to dissolve the said partnership as to the partner so offending, by serving the said offending partner personally with, or leaving at his usual place of abode, or, if that is unknown, then his last place of abode, or with any person acting as his attorney or agent, a writing signed by such other partner or partners, or the majority of them in value, declaring the partnership to be dissolved, in manner and to the extent aforesaid; and thereupon the share or shares of the said offending partner shall be valued and sold, and the said other partner or partners shall have the option of purchasing the same, in the same manner as hereinbefore is provided for in the case of a partner desiring to sell his share or shares of and in the said copartnership collieries and premises. And it is hereby agreed that this article shall be without prejudice to any other remedies which may be had against the said offending partner by
the said other partner or partners for breach of any the covenants herein before contained. IN WITNESS &c.
Assignment of a deceased Partner's Stock, by his Executors, to the sur
viring Partners. THIS INDENTURE, made the
1832, between M., of &c., and N., of &c., of the one part; and A. and B., of &c., of the other part: WHEREAS, by an indenture bearing date, &c., and made between the said A. of the first part, the said B. of the second part, and C., therein described, of the third part, the said several parties thereto agreed to become partners in the trade of , for the term of years: AND WHEREAS, in pursuance of the said indenture, the said A, B., and C. for some years carried on the business of , in partnership at : And WHEREAS the said C. duly made and published his last will and testament in writing, bearing date &c., and he thereby appointed the said M. and N. executors thereof: AND WHEREAS the said C. died on the day of &c., and soon after his decease the said V. and N. duly proved his said will in the Court of : AND WHEREAs, in pursuance of a power or direction for that purpose contained in the said recited indenture, the accounts of the said partnership have been duly settled and stated up to the day of the death of the said C., and, after a just valuation taken of all the stock in trade and fixtures of the said partnership, and also of the credits and ready money thereof, and after payment of the debts of the said partnership, the share of the said C. in the clear surplus of the capital stock of the said partnership, bath been found to amount in value to the sum of £ : AND WHEREAS the said M. and N., as executors of the said C., have agreed to accept the said sum of £ in full of all further claims or demands of them the said executors upon or out of the said partnership stock. Now THIS INDENTURE WITNESSETH, that, in pursuanceof the said agreement, and in consideration of the sum of £ of lawful English money to them the said M. and N., or one of them, in hand well and truly paid by them the said A. and B. immediately before the sealing and delivery of these presents, the receipt of which said sum of £ M. and N., do, and each of them doth, hereby acknowledge, and of and from the same and every part thereof do, and each of them dotb. acquit, release, and discharge, as well them the said A. and B., their executors and administrators respectively, as also the said joint stock of the said late copartnership, for ever by these presents; they the sai M. and N. have, and each of them hath, bargained, sold, assigned. transferred, and set over, and by these presents do, and each of them doth, bargain, sell, assign, transfer, and set over unto the said A. and B., their executors, administrators, and assigns, all and every the part and parts, share or shares whatsoever, late of him the said C., of and in all and every the stock, goods, monies, credits, effects, and things of the said partnership, and all other the right, title, and interest what
ther the said
soever belonging or accruing to the estate late of him the said C., by virtue of his being a copartner with them the said A. and B. as aforesaid; and all the right, interest, property, benefit, advantage, claim, and demand whatsoever, both at law and in equity, of them the said M. and N., or either of them, of, in, to, or out of the said stock and premises hereby assigned or intended so to be, and every part and parcel thereof; TO HAVE, HOLD, RECEIVE, TAKE, AND ENJOY the said premises unto the said A. and B., their executors, administrators, and assigns. And for the Power of attorbetter and more effectually enabling them the said A. and B. to have ney. and receive all and singular the said hereby assigned premises to and for their own use and benefit, they the said M. and N., have, and each of them hath, and by these presents do, and each of them doth, make, constitute, and appoint them, the said A. and B., their executors, administrators, and assigns, the true and lawful attorney or attornies, jointly and separately, irrevocable, of them the said M. and N., to ask, demand, sue for, recover and receive, to and for their own proper use and benefit, all and singular the said hereby assigned goods, monies, stock, credits, effects, and premises, of and from all and every person and persons whomsoever, who are or shall be liable to answer and pay the same; and, in case of nonpayment thereof, or of any part thereof, then, at the charge of them the said A. and B., and in their own names, and in the names of them the said M. and N., or either of them, to bring any action or suit, either at law or in equity, for the recovery thereof, and the same to prosecute to effect, and, upon receipt thereof, or of any part thereof, to give proper and sufficient discharges for the same, and finally to make, do, and execute, all and every such further and other lawful acts, deeds, and things in the premises, as fully and effectually as the said M. and N. might or could do if personally present; PROVIDED Proviso for the ALWAYS, that they the said A. and B., their executors, administrators, and indemnity of the assigns, shall and do at all times hereafter save harmless and keep in
executors. demnified them the said M. and N., their executors and administrators, of, from, and against all costs, charges and damages, which they, or either or any of them, shall or may pay or sustain by reason of their, either or any of their names being made use of in any action or suit to be brought or commenced by virtue of the power hereby given. AND Covenant they the said M. and N., for themselves, their executors and adminis- against incum
brances by exetrators, do hereby covenant, promise, and agree with and to the said A. and B., their executors, administrators, and assigns, that they the said M. and N. have not nor hath either of them made, done, committed, or suffered any act, matter, or thing whatsoever, whereby or by means whereof the said hereby assigned premises, or any part thereof, are, is, shall, or may be in anywise prejudiced, released, discharged, or incumbered; nor shall or will at any time hereafter do any act or thing And against fuwhatsoever whereby to release or discharge all or any the said hereby ture incumassigned premises, or any part thereof, or the power or authority hereby brances, or re
leases of debts, given for recovering the same, or any action or suit to be thereon brought for recovering thereof, without the consent of them the said A. and B., their executors, administrators, or assigns, first had in writing for that purpose; and also that they the said M. and N., and all other for further aspersons lawfully claiming any right or interest of, in, or to the said surance. hereby assigned premises, or any part thereof, by, from, or under them, or either of them, or by, from, or under the said C., shall and will at any time, at the request and at the proper costs of the said A. and B.,
or either of them, their or either of their executors or administrators, make, do, and execute all such further or other lawful and reasonable acts, for the further, better, and more perfectly assigning all and singular the said hereby assigned premises, unto them the said A. and B., their executors, administrators, and assigns, as by them or any of them,
or their or any of their counsel in the law, shall be reasonably advised And to pay cer- or required; Ånd further, that in case, within the space
of months tain other debts
now next ensuing, it shall be proved, or made plainly appear, that he which may arise.
the said C. hath contracted any debt or debts on account of his said late copartnership with them the said A. and B., with any person or persons whomsoever, and that such debt or debts is or are now justly due and owing from the said C. to such person or persons on account of the late joint trade, and the same shall become charged therewith; then and in such case, they the said M. and N., their executors and administrators, shall and will, out of the estate of the said C., pay and satisfy all and every such debt or debts so now due as aforesaid, or shall
and will save harmless and keep indemnified them the said A. and B., Release by the their executors and administrators, of and from payment thereof. And executors.
THIS INDENTURE FURTHER WITNESSETH, that, for the considerations and in pursuance of the agreement aforesaid, they the said M. and N. do hereby for themselves, and for their respective executors and administrators, and for all other the representatives of the said C., remise, release, and for ever quit claim unto them the said A. and B., their ere. cutors and administrators, all and every sums and sum of money now due to the said late joint trade, and all and all manner of actions, suits, claims, and demands whatsoever, both at law and in equity, which they, either or any of them, can or may from henceforth claim, challenge, or demand against them the said A. and B., or either of them, their or either of their executors or administrators, for or on account of any breach or non-performance of any covenant or agreement, or any other act, matter, or thing whatsoever done or committed, or which on their part, by virtue of the said indenture of copartnership, or otherwise, are
or were by them covenanted or agreed to be paid, done, and performRelease by the ed; And they the said A. and B., in consideration of the release bereinsurviving part- before made and given to them as aforesaid, and also in pursuance
of the said agreement, do hereby for themselves, and for their respectire execntors and administrators, remise, release, and for ever quit claim, unto them the said M. and N., and all and every other the representatives of the said C., all and every sum and sums of money, and all and all manner of actions, suits, claims, and demands whatsoever, both at law and in equity, which they, either or any of them can or may have, claim, challenge, or demand against the estate late of the said C.
, or them the said M. and N, as executors thereof, for or on account of any breach of covenant, or non-performance of any agreement, or any other act, matter, or thing whatsoever by him or ihem done or committed touching or relating to the before-mentioned copartnership, or wbieh. by the said indentures of copartnership, or otherwise, are or were by him the said C. thereby covenanted or agreed to be paid, done, and performed, save and except such particular debt or debts herein before specially referred to, as may under certain contingencies, and within the space of months, become payable by the said M. and N., cu the conditions and in manner aforesaid. IN WITNESS &c.
Deed of Dissolution. THIS INDENTURE, &c., between A., of &c., of the one part; and B., of &c., of the other part. (Recite articles of partnership between A. and B. for a term of years—the joint trading—an agreement between them that A. shall retire, and B. go on with the trade--that the accounts of the partnership have been taken, and that £ are due to A. on the balance of the account-and, that the parties have agreed to enter into the following deed for more effectually dissolving the partnership, for assigning A.'s share to B., and for indemnifying A. from the debts of the concern, &-c. Then proceed). Now THIS INDENTURE WITNESSETH, that, in pursuance of the said agreement, and in consideration of the sum of £ of lawful English money to the said B. in hand &c., each of them the said A. and B., for himself, his heirs, executors, and administrators, doth hereby covenant, promise, and agree with and to the other of them, his heirs, executors, and administrators, that the said copartnership or joint trade, and every part and branch thereof, and also the said indenture of the day of
and every covenant, matter, and thing therein contained, shall, from the
last, be void and absolutely dissolved, anything in the said recited indenture of copartnership contained to the contrary in anywise notwithstanding. And Assignment of the said A., in pursuance of the said agreement, and for the consider- effects to one ations aforesaid, hath bargained, sold, and assigned, and by these pre
partner. sents doth bargain, sell, and assign, unto the said B., his executors, administrators, and assigns, all that the said part, share, and interest of him the said A., of and in the said joint trade, and of all goods, wares, merchandizes, monies, debts, and effects thereto belonging, or in or to which the said A. has any right, title, or interest jointly with the said B., by virtue of the said copartnership; and all the right, title, interest, claim, and demand whatsoever, of him the said A., of, in, and to the said capital joint stock, effects, money and debts, and every or any part thereot; and all the profits, produce, gains, and proceeds thereof; to Habendum. HAVE, HOLD, RECEIVE, AND ENJOY the said part, share, and interest, and all other the share and interest of him the said A., of, in, and to the said capital joint stock, and all and singular other the premises hereby assigned, or intended so to be, and every part and parcel thereof, unto the said B., his executors, administrators, and assigns, to and for his and their own proper use and benefit: And the better to enable the said B., lis executors and administrators, to receive all the said partnership debts and effects to and for his and their own use and benefit, he the Power of attor. said A. hath made, constituted, and appointed, and by these presents ney doth make, constitute, and appoint the said B., his executors and administrators, his true and lawful attorney and attornies, to ask, de- to receive mand, sue for, recover, and receive of and from all and every person debés, &c. and persons whatsoever, all and every the debts, sum and sums of money, goods, chattels, and effects whatsoever, now due and owing, or belonging to the said copartnership, and, upon receipt of the same, or any and
every of them, to give, sign, and execute proper and sufficient releases, acquittances, and discharges for the same; and also to state