Retirement of two Partners (with Liberty to Continuing partners to carry on the Business)

Deed of Retirement made at…………..this………..day of………………….. between Mr. A of the First Part Mr. B of the Second Part ( both the said parties also hereinafter jointly referred to as the Retiring Partners ) on the one hand and Mr. C and Mr. D. hereinafter referred to as the continuing partners of the Third Part on the other hand as follows -
WHEREAS
(A) The parties hereto have been carrying on business in partnership in the name of M/s. X, Y and Company with effect from the day of….. .under deed of partnership dated…..entered into by and between the parties hereto.
(B) The business of the partnership is carried on at shop No……………in building named at…………..and the business consists mainly of photographic processing and colour printing laboratory.  The duration of the partnership is at will.
(C) The   Retiring partners do not now desire to continue to remain in the said partnership
Discussions and negotiations regarding the terms and conditions of retirement of the Retiring partners having taken place the parties have now agreed to the following terms and conditions on which the Retiring partners have agreed to retire and the continuing partners have agreed to continue the said business by themselves in partnership .
Now it is agreed by and between the parties hereto as follows -
(1) Subject to the terms and conditions hereinafter mentioned, the
Retiring partners agree to retire from the said partnership; and shall be deemed to have retired with effect from the……….day of…………..
(2) As and from the said date the Continuing partners shall carry on the said partnership business in the same name to the exclusion of the Retiring partners.
(3) Accounts of the partnership business carried on since the day of……………have been examined by the parties hereto and subject to what is hereinafter provided the Retiring partners accept the accounts of the partnership business and have no claim on that account against the Continuing partners.
(4) It is agreed between the parties that after taking into account the capital investments made by the retiring partners, the goodwill of the partnership business, the other moveable assets such as machinery, furniture purchased by the partnership firm and efforts made and time given by the Retiring partners for the business of the partnership the Party of the first part is entitled to receive from the Continuing partners a sum of rupees……..and the Party of the second part is entitled to receive from the Continuing partners a sum of rupees………in full settlement and payment of their shares right title and interest and claims in the partnership business and its assets including goodwill.
(5) The Continuing partners hereby agree and covenant to pay the Party of the First Part the said sum of Rupees……………….in the manner following that is to say a sum of rupees…………….will be paid on the execution of these presents, a further sum of rupees………..will be paid on or before the………. day of………..a further sum of rupees……………will be paid on or before the day of……and the balance of rupees…………will be paid on……….or before the day of………..time being in each case the essence of the contract.
(6) The Continuing partners also agree and covenant to pay to the Party of the Second Part the sum of rupees	In the manner following that is a sum of rupees…….will be paid on the execution of these presents. a sum of rupees…………….will be paid on or before the day of………………………1994. a further sum of rupees……will be paid on or before the day
of…………….and the balance of rupees………………will be paid or on before the day of…………….1995 time being in each case the essence of the contract.
(7) If the Continuing partners fail to pay any Instalment of the said sums on the due dates thereof as aforesaid to any of the parties of the first or the second part hereto that party will be entitled to claim the whole of the balance of the amount payable to him or her as aforesaid at once.
(8) If the Continuing partners make default in payment of any instalments of the said amounts due to the party of the First Part and the Party of the Second Part on the due dates thereof as aforesaid such defaulted instalment will carry interest at the rate of fifteen percent per annum from the date of the default till payment and the Continuing partners covenant to pay the same to the Party of the First Part and Party of the Second Part to whom it becomes payable as aforesaid.
(9) As a security for repayment of the said amount of rupees……………..and rupees……………….respectively payable to the party of the First Part and Party of the Second Part, the Continuing partners covenant with and undertake to pay the Party of the First Part and Party of the Second Part that is the Retiring partners as follows
(a) Subject to the liability created in favour of the Bank of…………………. the Continuing Partners will not, so long as the moneys payable to the Retiring partners as aforesaid are not paid in full, create any charge by way of pledge hypothecation or otherwise or give on hire or sale or otherwise alienate or part with any of the moveable assets of the said partnership business existing or to be acquired in future including the existing machines namely Film Processing Machine and Printer and the Air Conditioning Machine and the furniture and fixture lying in the said business premises at in favour of any person and the Retiring partners shall be deemed to have a lien thereon for the liability of payment of the said amounts payable to the Retiring partners with interest if any payable thereon and in the event of default of payment of the said amount or part thereof to the Retiring partners or any of the retiring partners or any of them to whom the amount is payable shall be entitled to execute the said lien through Court by sale of the said assets or any part thereof.
(b) The Continuing partners will not transfer or part with possession of the said business premises being shop No……………..at the………….building so long as the moneys payable to the Retiring partners as aforesaid are not paid in full.
(c) The Continuing partners will not mortgage sell lease or otherwise alienate their respective ownership flats situate at…….so long as the amounts payable to the Retiring partners as aforesaid are not fully repaid.
(10) The Continuing partners have taken over all the debts and liabilities of the said partnership business including the debts due to the said Bank and they hereby agree and undertake to repay the same to the person entitled to receive and in the event of any claim being made against and required be to paid by the Retiring partners in respect of such debts and liabilities, the Continuing partners agree to indemnify and keep indemnified the Retiring partners and each of them against all loss costs charges and expenses that the Retiring partners or any of them may suffer or incur on account of any such claim.
(11)Subject to what is provided hereinabove and in consideration of the Continuing partners agreeing to pay the said amount mentioned in clause (4) above in full payment of their shares right title and interest in the partnership business and its assets the Retiring partners release all their shares right title and interest in the business of the partnership, its assets and good will, in all licences and permissions held by the firm, its outstanding dues and receivables and outstanding contracts and the same shall hereafter belong to the Continuing partners alone but subject to the debts and liabilities of the firm as aforesaid and at their own risk and responsibility.
(12)In order to enable the Continuing partners to recover the out-standings dues to the said partnership and or to exercise any rights accrued during the course of business carried on by the parties hereto the Retiring partners do jointly and severally appoint the Continuing partner as their attorneys or agents with full power and authority to the Continuing partners to demand payment of such outstandings, to exercise such rights and to take necessary legal proceeding to recover or enforce the same and for that purposes to do all acts, deed and things as may be necessary or incidental thereto.
(13)The retirement of the Retiring partners shall be notified in the Government Gazette and two news papers published in one English and one Marathi by any of the parties hereto and the entry of registration of the said partnership with the Registrar of partnership will also be got rectified accordingly.  The parties hereto agree to sign all papers or applications as may be required to give effect to the retirement of the Retiring partners as aforesaid.
(14) The liability for income tax payable by the said partnership will be that of the Continuing party and they shall be responsible to satisfy the same. The Continuing partners agree to indemnify and keep indemnified the Retiring partners against such liability. Each party hereto however will be liable to pay and satisfy his or her liability for income tax including capital gains tax of his or her personal income including the income if any received from the partnership.
IN WITNESS WHEREOF the parties have put their hands the day and year first hereinabove written.

Signed by the withinnamed Mr. A
in the presence of

Signed by the withinnamed Mr. B
in the presence of

Signed by the withinnamed Mr. C . 
and Mr. D . in the presence of