of the sum of one dollar to them in hand paid by the said party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, covenanted, released, sold, assigned, transferred, and set over, and by these presents do grant, bargain, covenant, release, assign, transfer, and set over, unto the said JAMES SMITH, of the second part, and to his heirs and assigns for ever, all and singular the lands, tenements, hereditaments, and appurtenances, situate, lying, and being within the state of Pennsylvania; and all goods, wares, merchandise, chattels, notes, bills, bonds, judgments, evidences of debt, securities and vouchers for and affecting the payment of money, claims, demands, things in action, and property of every name and nature whatsoever, of and belonging to the said parties of the first part (and which are more particularly and fully enumerated and described in the schedule hereto annexed, marked “Schedule A”). To have and to hold the same and every part and parcel thereof with the appurtenances thereunto belonging, to the said party of the second part, his heirs, executors, administrators, and assigns: In trust, nevertheless, for and upon the following uses and purposes, namely: the said party of the second part to take possession of all and singular the lands, tenements, and hereditaments, property and effects, hereby assigned, and sell and dispose of the same upon such terms and conditions as in his judgment may appear best and most for the interest of all the parties concerned, and convert the same into cash; and to collect all and singular the said notes, bills, bonds, judgments, evidences of debt, securities, claims, demands, things in action, and property, or so much thereof as may prove collectible, and thereupon execute, acknowledge, and deliver, all conveyances, receipts, and instruments, necessary and proper in the premises, for the purposes aforesaid. And by and with the avails and proceeds of such sales and collections to pay or cause to be paid First, all the just and reasonable expenses, costs, commissions, and charges, of executing and carrying out the objects of this assignment; and all rents, assessments, and taxes, due or to become due on the lots, lands, tenements, and hereditaments aforesaid, until the same shall be sold and disposed of according to this assignment. Secondly, to pay and discharge in full the several and respective debts, notes, bonds, obligations, and sums of money due or to grow due from the said parties of the first part, or for which they are jointly liable to the said party of the second part, and the several other persons and firms specified in the schedule hereto annexed, marked "Schedule B;" together with all interest-moneys now due or to grow due thereon; and if the said proceeds and avails shall not be sufficient to pay and discharge the same in full, then such proceeds and avails shall be distributed pro rata among the said several persons and firms named in Schedule B aforesaid, in proportion to the amount of their respective claims. Thirdly, to pay and discharge all the other copartnership debts, demands, and liabilities whatsoever, now existing, whether now due, or hereafter to become due, provided that there be sufficient funds for that purpose; and should they prove insufficient, then the same shall be applied pro rata to the payment of such debts, demands, and liabilities, in proportion to their respective amounts. Fourthly, to pay and discharge all the private and individual debts of the parties of the first part, or either of them, whether now due or to grow due, provided there be sufficient funds for that purpose; and should they prove insufficient, then the same to be applied pro rata to the payment of the said debts in proportion to their respective amounts. Lastly, to return the full surplus of the said proceeds and avails, if any there shall be, to the said parties of the first part, their executors, administrators, and assigns. And for the better execution of these presents, and of the several trusts hereby reposed, the said parties of the first part do hereby nominate, constitute, and appoint, the said party of the second part, their and each of their true and lawful attorney, irrevocable, with full power and authority to do, transact, and perform all acts, deeds, matters, and things, which are or may be necessary in the premises, as fully and completely as they, the said parties of the first part, or either of them, might or could do, were these presents not executed; with full power of substitution and revocation, hereby ratifying and confirming all and every thing whatsoever that our said attorney or his substitute shall lawfully do or cause to be done in the premises. In witness whereof, &c. Sealed and delivered in the presence of JOHN SMITH, JOHN DOE (seal). No. 32. Assignment of the Partnership Property by one Partner to the other, to wind up the Concern. This Indenture, made this tenth day of October, one thousand eight hundred and fifty, between JOHN DOE, of the town of Concord, in the county of Merrimack, and state of New Hampshire, and RICHARD ROE, of the same place. WHEREAS, a copartnership has heretofore existed between the said JOHN DOE and RICHARD ROE, under the style and name of DoE and Roɛ, which said copartnership has been this day dissolved by mutual consent: Now, therefore, this Indenture witnesseth, that the said JOHN DOE has sold, assigned, transferred, and set over, and by these presents does sell, transfer, assign, and set over, unto the said RICHARD ROE, his half part of all the goods, wares, merchandise, property, and effects, and stock in trade, belonging to the said copartnership, and also all the accounts, notes, bills, bonds, things in action, claims and demands due and owing to the said firm. To have and to hold the same unto himself and his assigns, in trust to sell the said property and effects in such manner as he may think proper, but not on a longer credit than ninety days; and to collect, demand, sue for, and receive, all sums of money due or to become due upon the said bills, notes, bonds, accounts, claims, and demands; and with the moneys thus collected, realized, and obtained, to pay off and discharge all the debts and obligations of the said firm, if the same shall be sufficient therefor; and of the balance, if any there shall be, after satisfying all the claims and demands against the firm, to pay over the one half part to the said JOHN DOE or his legal representatives. And the said JOHN DOE doth hereby make, constitute, and appoint the said RICHARD ROE, his true and lawful attorney, irrevocable, in the name of the late firm or otherwise, to sell the said property and effects of the late firm, and all the interest of the said JOHN DOE in and to the same; and also ask, demand, sue for, collect, and receive, any and all debts, claims, and demands, due or to become due and owing to the said late firm, to compound the same and prosecute suits for the recovery thereof in his discretion; to defend any and all suits that may be brought against the said firm; and to make, execute, deliver, and acknowledge, all necessary deeds, convey ances, releases, receipts, and discharges, in the premises, and generally to do any and every act and thing requisite and necessary to secure a full, entire, complete, and speedy settlement of all the business and affairs of the late firm of Doɛ and ROE, hereby ratifying and confirming any and every thing which the said RICHARD ROE may lawfully do in the premises. And the said RICHARD ROE, for himself, his heirs, executors, and administrators, covenants with the said JOHN DOE, his heirs, executors, and administrators, that he will sell the aforesaid property to the best of his ability, and for the best price he can obtain therefor; and will use all diligence to collect all the debts, claims, and demands, due the said late firm, and that he will faithfully apply the proceeds of such sales and claims in accordance with the above-recited trust. And the said JOHN DOE, for himself, his heirs, executors, and administrators, covenants with the said RICHARD ROE, that if, after the entire proceeds of said property and effects, claims and demands, of the said late firm, have been faithfully applied to the payment of the debts, liabilities, and obligations, of the said late firm, there shall remain any debt or liability unsatisfied, that then he, the said JOHN DOE, his heirs, executors, or administrators, will pay and satisfy the moiety or one half part RICHARD ROE, his heirs, executors, or administrators, from the one half part thereof save harmless and keep indemnified. In witness whereof, &c. [as in No. 25]. of any and every such debt or liability; and the said No. 33.-Assignment of a Patent-Right. Whereas I, JOHN DOE, of the town of Greenfield, in the county of Franklin, and state of Massachusetts, did obtain letters-patent of the United States for certain improvements in clocks, which letters-patent bear date the first day of April, one thousand eight hundred and fifty; and whereas, RICHARD ROE, of the town of Portsmouth, in the county of Rockingham, and state of New Hampshire, is desirous of purchasing from me all the right, title, and interest, which I have in and to the said invention, in consequence of the grant of letterspatent therefor: Now this Indenture witnesseth, that for and in consideration of the sum of one thousand dollars, lawful money of the United States, to me in hand paid, the receipt whereof is hereby acknowledged, I have assigned, sold, and set over, and do hereby assign, sell, and set over, unto the said RICHARD ROE, all the right, title, and interest, which I have in the said invention, as secured to me in the said letters-patent [for, to, and in the several states of Ohio and Michigan, and in no other place or places] : The same to be held and enjoyed by the said RICHARD ROE, for his own use and behoof, and for the use and behoof of his legal representatives, to the full end of the term for which the said letters-patent are or may be granted, as fully and entirely as the same would have been held and enjoyed by me had this assignment and sale not been made. In testimony whereof, I have hereunto set my hand and affixed my seal, this first day of October, one thousand eight hundred and fifty. JOHN DOE (seal). This form can be used for the assignment of a partial right in a patent, by omitting the words (in the first paragraph) "purchasing from me all the right, title, and interest, which I have in and to the said invention, in consequence of the grant of letters-patent therefor," and inserting the words "acquiring an interest therein," and by adding the words in brackets.* *This assignment must be recorded in the patent-office within three months from the date of the same. For fees, see "PATENTS." |