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PREC. LXIV. during the term of

Proviso

in case
of gross
receipts
falling off.

of

day of

next

years from the date of these presents, if he the sd C., and either of them, the sd A. and B., shall so long live, and further will pay to the sd A. and B., or the survor of them, for and in respect of each of the successive years ending on the day of, of the sd term years, if the sd C., and also the sd A. and B., or one of them, shall be living at the end of each respive year, one equal pt of the gross earnings and rects in respect of the sd business, without any deduction whatsoever except the rent payable under the sd indre of lease, such one equal pt to be paid on or before the after the end of the year in respect of which it shall become due as afsd: PROVD ALWAYS, and it is hby agrd and decld that in case the sd gross earnings and rects in respect of the sd business, without any deduction save as afsd, in any year of the sd last mentd term, shall be less than the sum of £, then the sd C. shall not be required to make Covenant any paymt in respect of such year: Joint and several covenants by A. and B. that they, the sd A. and B., will not, nor will either of them, or the exs or ads of either of them, revoke any of the powers or authorities hinbefore given to the sd C., his exs, ads, or assigns, or receive or rele any of the debts hby assigned, or receive any money or goods which may become receivable under any of the contracts or orders, the benefit whof is hinbefore assigned, or rele of such contracts or orders: AND FURTHER, any that (e) they, the sd A. and B., will not, nor will either of them, at any time or times hereafter [during the term of years from the date of these presents], either alone or jointly, or in ptnship with any other pson or psons whomsoever, directly or indirectly, either by themselves or himself, or as agents or agent or otherwise, carry on, manage, or be concerned, engaged, or interested in the busimiles from ness of afsd [in any pt of the United Kingdom] [and will not authorise their or his

not to

revoke powers.

Not to

carry on trade.

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within

e) Compare bond for this purpose, p. 218.

name, or the name of the sd firm of

to be used in

any

way for the ppose of any such business in any pt of the psons other than the sd

PREC. LXIV.

duce pur

chaser to

United Kingdom by any pson or C., his exs, ads, and assigns (f)]. [AND FURTHER, that the To introsaid B. will, at all reasble times during the space of months from the date of these presents, in case he shall so customers. long live, at the request and at the expense of the sd C. [accompany him and] introduce him to the customers, agents, principals, and correspondents of the sd A. and B. in their sd business, and use his utmost reasble endeavours to secure to the sd C. the full benefit and advantage of the connection of them, the sd A. and B., in the sd business.] [PROVD ALWAYS that the sd B. shall not be bound to go more than miles

have access

to books.

to indem

from afsd, or to attend psonally at the offices of the sd business for the pposes last afsd]; [If the outstanding book debts are retained by the vendors the following clause may be inserted, "PROVD ALWAYS that the sd A. and B. their exs Vendors to or ads, shall be entled to use the offices of the business, and to have access thto, and to the books and accounts thof, so long and to such extent as may be necessary for getting in the outstanding book debts due and owing to them, and for winding up their business generally;"] Covenant by Purchaser C. with A. and B. and with each of them, for indemnity nify against rent and covenants of lease, p. 393; And that the sd vendors C. his hrs, exs, or ads, will at all times keep the sd A. and rent, &c., B. and each of them, and their respive hrs, exs, and ads, indemnified in respect of the sd contracts or orders, the of conbenefit whof is hby assigned, and against all proceedings, costs, damages, claims, demands, and liability by reason of the non-performance or non-execution of the sd several contracts or orders. [AND THE said C. doth hby bind him- Covenant self to the sd A. and B. resply and their respive exs and not to use ads in the sum of £- as ascertained and liquidated vendors. damages that, in carrying on the sd business, the sd C. his exs or ads, or his firm or his or their assigns, will not trade

(f) As to the right of the purchaser to use the vendor's name, see Levy v. Walker, 10 Ch. D. 436.

against

and

tract.

names of

PREC. LXIV. in or make use of the names of the sd A. and B. or either
of them, or the name of their sd firm, or let any of such
names appear on any invoice, labels, or trade-marks, or in
any other way connected with the sd business. PROVIDED
ALWAYS that the sd C. his exs or ads, &c., shall be at liberty at
all times hereafter and for all pposes connected with the sd
business, to use and employ after his or their own name or
names the words
successors to -," and for the period
of twelve calendar months from the date of these presents
to retain the name of the sd firm of

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the same now appears.]

IN WITNESS, &c. (g).

[The Schedules.]

on the labels as

2

PREC. LXV.

Recitals.
Business

carried on.

LXV.

CONVEYANCE by a SURVIVING PARTNER and EXECUTORS and DEVISEES IN TRUST of a deceased partner to effectuate the SALE of a BUSINESS, and FREEHOLD and LEASEHOLD BUILDINGS, MACHINERY, and PLANT, and the OTHER ASSETS, including TRADEMARKS (a), as a GOING CONCERN to a LIMITED COMPANY who assume the DEBTS AND LIABILITIES. THE CONVEYANCE being framed so as to save STAMP DUTY as far as possible (b). THE LEGAL ESTATE in PART of the PROPERTY being in ONE of the PARTNERS.

co

PARTIES, A., continuing partner, 1; B. and C., executors and devisees in trust of deceased partner, 2; The (hinafter called the co), 3. WHAS X. late of deceased, for some time prior to his decease carried on

(g) For the protection of the purchaser, notice of the transfer should be given to the parties to the contracts and orders, and to the debtors whose debts are assigned.

(a) See p. 303, note.

(b) See p. 486, note; 539, note (b).

at

in ptnship with the sd A.,

PREC. LXV.

business premises

of com

for sale.

the business of under the firm of ; Recite will of X. death and probate, Title to p. 327; AND WHAS the sd business has been carried on upon certain messuages, buildings and land partly of freehd and and assets. partly of leasehd tenure, the parlars whof appear from the recitals next hinafter contd, and the sd ptnship was also entled to certain fixed and moveable machinery, plant and effects employed in or for the pposes of the said business and to certain trade-marks the registered numbers whof are; Recitals as to title to freeholds and leaseholds. AND WHAS Formation the co was formed and registered as a co limited by shares pany. in the month of for the ppose (among other things) of acquiring and carrying on and working the sd business; AND WHAS the sd A. with the concurrence of the sd B. and Agreement C. as exs and trees of the will of the sd X. has agrd with the co for the sale to them of the sd business and the goodwill and connection thof as from the 1st day of January, 18-, and the sd freehd and leasehd ppties and fixed and moveable machinery and plant and trade-marks, and the stock-in-trade, book debts and effects of the sd business as the same stood on the 1st day of January, 18—, subjt to the debts and liabilities of the sd business as the same stood at the same date, for the sum of £, being the estimated value thof as appearing from the balance-sheet of the sd business made up to the day of ; AND WHAS it Apportionhas been agrd that for the ppose of these presents and the purchasead valorem stamp duty payable in respect of the conveyance money. and assignmt hby made, or which may be payable in respect of any further conveyance or transfer to be made for effectuating the sale of the sd business and premes, the sd total pchase-money and conson for the sd sale shall be apportioned as follows (that is to say), the sum of £- - pt thof, being the estimated value of the sd freehd and leasehd ppties and such pt of the sd machinery and plant as is affixed to the freehd thof resply, and is not capable of passing by delivery, shall be taken and treated as the value of such freehd and leasehd ppties and fixed machinery and plant,

ment of

PREC. LXV. the sum of £

as to form

shall be treated as the value of the sd trade-marks (c), and the sum of £, being the residue of the sd sum of £—, togr with the adoption and paymt by the co of the debts and liabilities of the sd business, shall be taken and treated as the conson for the transfer to the co of the goodwill and all the remaining assets of the sd business; Agreement, AND WHAS it has been agrd that such conveyance and of convey assignmt shall be made of the sd freehd and leasehd ppties ance, &c. and fixed machinery and plant to the co, and such covenant shall be entered into for the transfer to the co of the goodwill and remaining assets of the sd business as are resply hinafter contd, and that the co shall enter into such covenant for the paymt of the outstanding debts and liabilities of the sd business, and the indemnity of the sd pties hto of the first and second pts in respect thof as is hinafter contd, and that such other covenants, agreemts and arrangemts should be made and entered into in relation to the premes as are hinafter expd. NOW THIS INDRE WITNETH that in psuance, &c., consideration, &c., the apportioned consideration for the freeholds and leaseholds and fixed machinery and plant (the rect, &c.), the sd A. conveying as beneficial owner (d) in respect of his beneficial este and interest in the sd freehd premes hby assured and conveying as tree (d) in respect of the legal este in certain portions thof which is vested in him as hinbefore appears, doth hby grant and assign, and the sd B. and C., as trees (d) as well in respect of the beneficial este and interest in the same premes which is vested in them as exs or devisees in trust of the will of the sd X. as in respect of the legal este in certain portions thof which is vested in them as such exs or devisees in trust do resply hby grant and assign unto the co and their assigns, Freehold and leasehold parcels, p. 344, and all other if any the hereds of freehd or leasehd

Witnesseth.

Grant.

(c) A separate consideration should be stated for the trade-marks; see the act and rules as to assignments, which must be stamped.

(d) See p. 366, note.

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