divided among the partners, according to their respective interests therein, as herein defined. 8. (a) That, at all times, during the continuance of the partnership, the general partners shall keep, or cause to be kept, full and faithful books of account, in which shall be entered, fully, truly, and accurately, each and every transaction of the said partnership; and the said general partners shall cause the said books to be written up and balanced, on or about the first day of January in each year, during the continuance of the said partnership; and a statement thereof shall be mailed to each special partner, and the net profits, if any, of the partnership, after deducting, or allowing for, all of the expenses and outlays theretofore made, or incurred, in the conduct of the business, as well as all losses sustained therein, shall be apportioned, and the share of each partner, in such profits, shall then be placed to his individual credit upon said books. (b) That all of said books of account shall, at all times, be open to the inspection and examination of the special partners, or their representatives. 9. (a) That each of the general partners hereby covenants and agrees that he will not, during the continuance of the said partnership, either in the name of the partnership, or in his own name, or for his own account, except as a copartner in the partnership, and then only upon such terms as the partnership may require, either solely, or jointly with any other, or others, engage, or be interested, directly or indirectly, in any speculation, or speculations, or in any purchase, or sale, on margin, of any kind whatso ever. (b) That each general partner hereby covenants and agrees that he will not, during the continuance of the said partnership, in the name of the partnership, make, draw, endorse, accept, or sign, any check, promissory note, draft, bill of exchange, bond, or obligation of any description whatsoever, for the accommodation of any other person, firm or corporation, other than in the regular legitimate business of the partnership. (c) That each general partner hereby covenants and agrees that he will not, during the continuance of the said partnership, in his own name, endorse any mercantile paper, or become surety, in any way, or form whatsoever, for any other person, firm or corporation. (d) In case of a violation by any general partner of any of the covenants contained in any of the sub-paragraphs of this article, such general partner shall, if the remaining partners so elect and shall so notify him in writing, cease to be a partner, and his interest in the partnership shall, thereupon, determine and be liquidated, in the manner provided for in article "11" hereof, in the case of the death of a general partner. 10. That each general partner further covenants and agrees to give his whole time and attention to the business of the partnership, and to use his utmost exertion to promote its success, and that he will not, during the continuance of this partnership, engage, or be interested, in any other business whatsoever. 11. (a) In the event of the death of any general partner, during the time fixed for the continuance of this partnership, this partnership shall not be thereby dissolved, but shall be continued by the survivors. The interest of such deceased general partner shall terminate as of the first day of the calendar month next succeeding his death, and the value of the interest of such deceased partner in the partnership shall be determined by the surviving partners, as of such date, from the books of the partnership; and such interest, as so determined, shall be liquidated, and the amount thereof shall be paid to the representatives of such deceased partner, within six months thereafter, with interest at the rate of six (6%) per cent per annum to the date of such payment. (b) In the event of the death of any special partner, during the time fixed for the continuance of the partnership, the said partnership shall not be thereby dissolved, but shall be continued by the surviving partners, and, except as hereinafter provided, in the case of withdrawal, each special partner covenants and agrees, for himself, his executors and administrators, that the capital contributed by him to the common stock of the partnership may, at the option of the surviving general partner, or partners, be retained in the partnership, upon the same terms in respect of participation in profits, as are above provided for, or may be liquidated and paid off, at any time, after the death of such special partner. (c) Any partner, general or special, may withdraw from the said partnership, at, or after, the expiration of one year from the commencement thereof, upon giving three (3) months written. notice of his intention so to withdraw, addressed to the partnership, and delivered at their place of business, in New York City. Such withdrawal shall not effect a dissolution of the partnership, but the same shall be continued by the other partners. The interest of the withdrawing partner shall be determined as of the date of retirement, and shall be liquidated as herein provided in the case of death. (d) That anything to the contrary herein notwithstanding, the partnership may, at the election of a continuing, or surviving, general partner, be terminated, upon the withdrawal, or death, of a general partner, and, in case of such termination, and, in any event, upon the termination of said partnership, a notice of dissolution, as required by the statute, in such case made and provided, shall be filed and published. 12. (a) That, upon the termination of the partnership, or dissolution thereof, for any cause, prior to the death of the First Party, or, in case of the withdrawal of the said First Party, the firm name of "Doe & Company," together with any good-will and business value attaching to the same, shall not be taken into account as a partnership asset, but shall belong to, and be the exclusive property of the said First Party, and no other partner shall have any right thereto or interest therein; and the said First Party may, upon such termination, or dissolution, or withdrawal from, the partnership, dispose of the said name, or continue to use the same, as he may see fit; and each of the other partners hereby specifically waives any right thereto, or interest therein, whether conferred by statute, or otherwise. (b) That, at the termination, or upon the dissolution, of the partnership, for any cause, prior to the death of the said First Party, the said First Party shall have the right, at his option, forthwith to purchase and take over the interest of any other partner in any of the assets of the partnership, at a fair valuation, to be agreed upon, or, in case of disagreement, to be determined by arbitration. (c) That, in case of the termination of the said partnership, by the death of the said First Party, or thereafter, from any cause, any good-will attaching to the said firm name of Doe & Company shall be treated as a firm asset, and the surviving partners shall have the right to continue the use of the same. 13. That, if, at any time, during the continuance of the partnership, the parties hereto shall deem it necessary, or expedient, to make any alteration, in any of the articles hereof, or any addition hereto, for the more advantageous, or satisfactory, management of the partnership business, it may be done, by any writing, under their joint hands, endorsed on these articles, or by the execution of articles supplemental to this agreement, and all of such alterations, amendments and additions shall be adhered to, and have the same effect, as if the same had been originally embodied in, and formed a part of, these presents. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written. John Doe (L.S.). Richard Roe (L.S.). Henry Koe (L.S.). In the presence of SECTION 2.-MISCELLANY. No. 335. Agreement of dissolution of partnership.* THIS AGREEMENT, made January 5, 1923, between John Doe, residing at No. 112 Broadway, Borough of Manhattan, New York City (herein called the "First Party”), and Richard Roe, residing at No. 372 Broadway, Borough of Manhattan, New York City (herein called the "Second Party"), WITNESSETH: WHEREAS, the parties hereto, as partners, are now engaged in the business of merchant tailoring, under the firm name of "Doe & Roe"; and WHEREAS, the said parties have agreed to dissolve their said partnership: Now, THEREFORE, IT IS HEREBY MUTUALLY AGREED, AS FOLLOWS: 1. That the aforesaid partnership is hereby dissolved. 2. That the Second Party hereby assigns to the First Party all of his right, title and interest in the business of the said partnership hereby dissolved, and in the moneys in bank, trade-marks, trade-names, accounts due, or to become due, and in all other assets of any kind whatsoever belonging to the said partnership; and, in Cf. Howard v. Pratt (1900), 110 Ia. 533, 81 N. W. 722; Elkinton v. Booth (1887), 143 Mass. 479, 10 N. E. 460; Von Bremen v. MacMonnies (1910), 1 200 N. Y. 41, 93 N. E. 186. consideration thereof, the First Party shall pay to the Second Party the sum of five thousand ($5,000) dollars, contemporaneously with the execution of this agreement. 3. That the First Party shall have the sole right to endorse, or otherwise use, the partnership name, in order to transfer, or collect, any checks, or other obligations, for the payment of money. 4. That the Second Party covenants with the First Party, as follows: (a) That he has not assigned, transferred, pledged, compromised, or released, any debts, or accounts, due to the partnership. (b) That he has not made, executed, delivered, accepted, or endorsed any commercial paper, in behalf of the partnership. (c) That he has not incurred any obligation, or liability, contingent, or actual, in behalf of the partnership, except such as may now appear upon the books of the partnership. 5. That the First Party covenants to assume, pay and satisfy, or cause to be paid and satisfied, all debts and other liabilities of the partnership hereby dissolved, except only such debts or liabilities (if any) as may, at any time, or times, have been contracted by the Second Party, in behalf of the partnership, and which have not been entered in, or upon, the partnership books; and the Second Party shall assume, pay and satisfy all of such debts and other liabilities of the partnership hereby dissolved, as have not been herein assumed by the First Party. 6. That the First Party hereby releases the Second Party, and the Second Party hereby releases the First Party, from all accounts, claims and demands relating to the said partnership, and from all causes of action, agreements, matters, or things, arising out of, or contained in, the said agreement of partnership, and from and by reason of any other matter, cause or thing whatsoever, from the beginning of the world up to, and including, the date hereof, but without prejudice to any rights, claims or remedies of the parties. hereto under any of the terms, provisions and conditions of this agreement. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written. In the presence of John Jones. John Doe (L.S.). Richard Roe (L.S.). |