Habendum.

tors.

the dece of the sd A B or at the day of the date of these Dissoluprests To Have and to Hold all and singr the sd hby tion. reld and assd preses and evy pt and parcel thereof and all prft and advantage to arise therefrom unto the sd (SP) their exs ads and ass to and for their sole use and bent for ever And each of them the sd (E) for himself, &c. doth, &c. covt, &c. with the sd (SP) That all mos Covenants debts and effects hby assd shall be collected and got in from execuby the sd (SP) their exs, &c. at the sole risk and costs and for the sole bent of them the sd (S P) and for that purpe that the sd (SP) their exs, &c. shall and may commence and adopt such actions and proceedings as to them shall seem meet and expedient and that they the sd (E) shall and will from time to time permit and suffer them the sd (SP) their exs, &c. to use the name or names of the sd A B decd or of them the sd (E) or either of thein in all such actions, &c. And the sd (E) do also hby furr covt, &c. with, &c. the sd (SP) that they the sd (E) or either of them have not made done, &c. any act, &c. whby the sd debts and preses hby assd or any pt thereof shall can or may be in any wise prejudiced reld dischargd or incumbered in any manner howsr And shall not nor will at any time hraftr do, &c. any act, &c. whby to rele or discharge all or any of the sd debts, &c. or the power or authority hby given for recovering the same or any action or suit to be thereon brought for the recovy thereof witht the consent of the sd (SP) And also that they the sd (E) and all or. psns claiming under them or under the sd A B decd shall and will make, &c. (acts, &c. for furr assurance) (a) And they the sd (E) do hby remise rele discharge and quit claim the sd (SP) and evy of them their exs or ads and their lands, &c. of from and agst all and all manner of actions (sec Release, Gen. Precedent) And Further this Indre furr Witnesseth that for and in conson of the Testatum. preses they the sd (SP) Have and each and evy of them Release Hath remised reld acquitted and for ever discharged and from surby these presents Do and each, &c. Doth remise, &c. viving partthe sd (E) as exs as afd and their exs and ads of and ners.

(a) In some cases it may be proper to add, 'And furr that in case within the space of mths now next ensuing it shall be proved and made plainly appear that the sd A B contracted any debt or debts on the late coptnshp acct or. than such as are comprised in the acct signed by them the sd (E) and (SP) and that such debts are now due and justly owing from the sd AB to such psn or psns on acct of the sd jt trade and that the same shall be charged therewith Then and in such case they the sd (E) or one of them shall and will out of the este of the sd A B pay and satisfy all and evy such debt or debts (if any) so remaining due as afd.'

Assign

ment of Debts.

from all, &c. and demands which they the sd (SP) or any of them now have ever had or can or may have claim or demand agst them the sd (E) as exs as afd by reason or on acct of the sd AB having been a ptnr Indemnity. with them as afd (a) And they the sd (SP) do hby for themselves their hrs exs and ads jtly and sevly covt, &c. with the sd (E) their exs and ads that they the sd (S P) their heirs, &c. shall and will from time to time and at all times hraftr save harmless and keep indemnified the sd (E) their exs and ads and their este and effects goods and chattels and the este and effects of the sd A B of and from all and singr the debts and engagements of the sd late coptnshp wherein the sd A B was concerned as afd and of and from all costs chas suits actions dams and demands whatsr which can shall or may be incurred sustained prosecuted or recovered agst them the sd (E) their exs or ads or to which the este and effects of the sd A B can shall or may be liable (b) in any way whatsr by reason of his having been a ptner in the sd coptnshp concern In Witness, &c.

Testatum.

Dissolution.

Dissolution of Copartnership where Receivers are appointed to call in Debts and wind up Accounts.

This Indre, &c. made, &c. Betn A B of, &c. of the first pt CD of, &c. of the second pt and (receivers) of, &c. of the third pt Whas (recite copartnership) And whas it hath been mutually agrd betn the sd pties that the sd coptnshp shall cease and be wholly dissolved on the day of the date of these presents subject nevss to such covts and condons as are hnafter in that behalf resply expssd and contd Now this Indre Witnesseth That in pursuance of the sd agrt they the sd A B and CD by and with the mutual assent and approbation of each other Have and each of them Hath determined put an end to and dissolved and by these prests Do, &c. determine, &c. the sd coptnshp heretofore subsisting betn them as merchts under the firm of, &c. And do hby agree and declare that the same shall henceforth wholly and absolutely cease And that notice thereof shall be immly inserted in the London Gazette And that evy clause matter and thing relative to the sd coptnshp and jt trade in the sd in pt recited articles of coptnship contd

(a) And add, if necessary, ‘except as to all such debts or sums of money as are not comprised in the sd rest book and which shall appear to have been contracted by the sd A B and to be still justly due and owing from the sd coptnshp.'

(b) As to the release and indemnity to executors of a deceased partner, see Obs.

make out a true ac

count.

shall be and be considered to be null and void to all Dissoluintents and purps whatsr And this Indre furr Witnesseth tion. That in conson of the sd dissolution of the sd coptnshp Further as afd and also for the purpose of taking a true and just Testatum. acct of all the sd coptnshp dealings at any time heretofore had betn the sd A B and C D And for dividing the clear gains and prfts and remaining stock and effects equally and impartially betn them it is hby decld and agrd betn them the sd A B and C D and each of them doth hby for himself his hrs exs and ads and so far as concerns his and their own acts and deeds covt promise and agree with and to the or. of them his exs and ads in manner following that is to say That each of them Each to the sd A B and C D shall and will immly at the sealing and delivery of these prests make out and deliver to the or. of them a statement in writing of all mos bills and bonds notes and secties for money which at the time of sealing and delivery of these prests are or shall be in his hands custody or power And also that each of them the sd A B and C D shall and will make out and deliver to the or. of them a statement in writing of all debts contracted and all engagements entered into for or on acct or with or upon the credit of the coptnshp witht the privity or consent of the or. of them and of all mos which since the day of last past have been recd by him and appropriated for his own use And furr that all the bks of acct and papers letters bills Deposit of bonds notes and or. secties and writings whatsr concern- bills, &c. ing the business dealings transactions and affairs of the sd A B and C D or either of them in respect of their sd coptnshp which were or now are in their or either of their custody or power shall at or immly after the date and exon of these prests be safely and witht fraud concealment or any reservation whatsr brought to and lodged and deposited at or within the coptnshp house in afd where the sd jt trade or business hath been heretofore carried on and shall from time to time until the final close of the sd coptnshp accts and for the space of three cal months aftwds unless the house and preses whof the sd counting-house is a pt shall be sooner sold and disposed of pursuant to the power contd in the sd articles of coptnshp And then within such distinct counting-house or place as they the sd A B and C D shall from time to time mutually agree upon and hire for that purpe being within one mile from the street afd and not at the house or preses of any of the attics or relations of either of the sd partners or in case they cannot mutually agree in respect thof then at such counting-house as the sd (R) as receivers hnaftr apptd or the receivers for the

Dissolution.

counts.

time being shall in their own discretion think fit to take and rent for that purpe being within one mile of and not at the house of either of the sd partners or their relatives And also that the sd bks of acct and or. bks letters bills bonds notes and or. writings concerning the business of the sd jt trade shall from time to time and at all seasonable times until the sd accts shall be settled and finally closed and for the space of three cal mths aftwds be open to the inspection of them the sd ptnrs resply and their respive exs and ads And also of them the sd (R) And they or any or either of them shall from time to time and at all times have liberty to resort thereto to peruse examine and take copies and extracts of or from the same resply witht any hindrance or denial whatsr And neither of them the sd A B and C D nor the sd (R) shall at any time whensr remove from such counting-house as afd any such bks secties evidences or writings as afd witht the privity or consent of the or. Accountant of them the sd partners And moreover that true and to audit ac- correct copies or duplicates of all such bks, &c. shall be taken by a proper and able accountant mutually agrd upon and nominated and approved by them the sd pties And that the costs chas and exps of making out such copies shall be borne pd and satisfied by both pties in equal pts or orwise pd and satisfied out of and from the general coptshp mos and funds And furr that after the making out of such copies or duplicates a perfect and final audit in writing shall be made by the sd accountant of and concerning the sd jt trade and all mos debts goods wares merchandize prfts gains and effects now due or belonging in any wise to the sd coptnshp trade And also of all debts sums of money chas losses and exps which by reason of the sd jt trade shall be by them the sd ptors or either of them due or owing to any psn or which they the sd ptnrs or either of them shall have suffered or sustained by reason or on acct thof And also of what parts and proportions of the sd coptnshp money and effects are now due and belonging to each of them the sd ptnrs And that the sd audit when examined checked and corrected from the sd bks and or, vouchers shall be finally signed and allowed by them the sd ptnrs at the foot of such acct And it is hby furr agrd that after such acct shall be so made out and allowed as afd the heads of the same shall be drawn out on two balance sheets to be signed by each of the sd ptnrs who shall take one for his own use And whas upon the treaty for the dissolution of the sd coptnshp it was agrd that the outstanding debts now due and owing to the sd ptnrs. or either of them for on acct of the sd

coptnshp shall be collected and recd by the sd (R) DissoluAnd that for that purpe the same debts shd be assd to tion. the sd (R) with such powers to enable them to recover

In

and get in the same as are huaftr mentd Now this Indre Further furr Witnesseth that in pursuance of, &c. and in conson Testatum. of 5s., &c. They the sd A B and C D Have and each of thern Hath bargained sold and assigned and by, &c. Do, Assignment bargain sell, &c. unto the sd (R) all and singr the to receivers. debts and sums of money now due and owing by bills notes simple contract or orwise to the sd A B and C D for or in respect of their coptnshp And the int due or to grow due upon such of the debts as carry int And all the right int claim and demand of the sd ptnrs togr with all powers remedies and means requisite or necessary for recovering receiving and giving effectual rects and dischas for the same debts and sums resply To Hold rece and take the sd debts sums of money and preses expssd to be hby assd unto and to the use of the sd (receivers) their exs and ads In Trust nevss as soon as conveniently may be to collect rece and get in all and singr the same debts and sums of money and by with and out of the mos to be collected got in and recd Trust to pay and satisfy and discharge all the debts and sums of money due and owing from or by the sd ptnrs in respect of the sd coptnshp as far as such debts resply shall come to the knowledge of the sd (R) or the survivor of them his exs or ads or such as they the sd (R) or, &c. shall in his or their judgmt consider to be bona fide due and owing And as to the ultimate surplus of the mos so to be collected and received subject to the paymt of such costs chas dams and debts due and owing from the sd A B and C D as afd In Trust for the sd A B and C D equally to be divided betn Assignthem and their respive exs and ads And it is hby ment, &c. agrd, &c. (receipts of receivers to be valid discharges to be void. See Grant of Annuiy) And they the sd A B and C D Have and each of them Hath hby constituted, &c. (Power of Attorney, see Gen. Precedent) Provided always and it is hby agrd and decld that in case the whole of the debts now due and owing to the sd A B and CD in respect of the sd coptnshp shall not be collected and recd by the sd (R) within the space of calr mths to be computed from the date hereof Then the assnmt hby expssd to be made and the power hby given shall as to such debts as remain uncollected cease and determine witht prejudice to the intermediate acts done by the sd (R) And each of them the sd A B and C D doth hby for himself his hrs exs and ads and so far as concerns his own acts and deeds covt, &c. with