Partnership Deed- 6

21. OPTION TO PURCHASE SHARE OF RETIRING, DECEASED OR INSOLVENT PARTNER. 

If during the continuance of the partnership any Partner shall retire or die or become insolvent then the remaining Partner shall have the option (to be exercised by notice in writing to the retiring Partner or to the legal representatives of the deceased Partner or to the receiver of her estate as the case may be, within a month after the retirement, death or insolvency) to purchase the share of the other Partner at the date of her retirement, death or insolvency in the capital and assets of the partnership on the following terms:

(a) The purchase price shall be the amount at which such share shall stand in the last balance sheet which shall have been prepared prior to the retirement, death or insolvency or if the retirement, death or insolvency shall occur before the taking of the first annual account the amount credited to her as her share in the capital up to the date of her retirement, death or insolvency, plus the amount of any further capital brought by her into and credited to her in the books of the partnership, or in the case of further capital, from the date when the same was credited up to the date of retirement, death or insolvency (or, a sum equal to the amount of the share of profits of the said Partner since the taking of the last general account or the commencement of the partnership as the case may be), minus any drawings by the said Partner during the current year of the partnership such drawings being debited so far as possible against the sum payable in place of current profits.

b) Of the purchase price, the sum payable as current profits shall be paid on the exercise of the option and the balance by 12  equal installments at intervals of 3 months from the date of the exercise of the option, with interest at 10 per cent per annum from such date. 

c) The purchasing Partner shall enter into a covenant to indemnify the existing Partner or her legal representative or the receiver of her estate, as the case may be, from the debts, engagements and liabilities of the partnership both existing and future.

(d) The surviving Partner shall secure the payment of the said purchase price and interest and the performance of the said covenant of indemnity by a floating charge on the assets present and future of the said partnership business.

22. DISSOLUTION

If the option to purchase as contemplated in Clause 21 is not exercised or if the partnership shall be determined or expire during the joint lives of the Partners,  the partnership shall be wound up and the assets distributed as provided in the Indian Partnership Act, 1932.

23. ADMISSION OF NEW PARTNERS

The partners may admit additional partners or partners upon such terms and conditions as may be mutually agreed upon.

24. Notice: 

NOTICE

24.1 Any notice and other communications provided for in this Partnership Deed shall be in writing and shall be first transmitted by email, telex, cable or, facsimile transmission, and then confirmed by postage, prepaid registered airmail or by internationally recognised courier service, in the manner as elected by the Partner giving such notice to the addresses and contact details as specified below.

In the case of notice to the First Partner, at the following address:

Address: H.no 228, Rajendra Nagar, Indore, Madhya Pradesh. 

Attention: Mr. Harshit Verma

 Facsimile: 0731422866

In the case of notice to the Second Partner, at the following address:

Address: H.no 347, Sainath Colony, Indore. 

Attention: Shri Gajendra Singh

Facsimile: 0731255672

24.2 All notices shall be deemed to have been validly given on:

(a) The business date immediately after the date of transmission with confirmed answer back, if transmitted by facsimile/electronic transmission; or

(b) The business date of receipt, if transmitted by courier or registered airmail.

24.3. Any Partner may, from time to time, change its address or representative for receipt of notices provided for in this Agreement by giving to the other not less than ten (10) days prior written notice.

25. RESERVATION OF RIGHTS: 

No forbearance, indulgence or relaxation or inaction by any Partner at any time to require performance of any of the provisions of this Partnership Deed shall in any way affect, diminish or prejudice the right of such Partner to require performance of that provision and any waiver or acquiescence by any Partner of any breach of any of the provisions of this Partnership Deed shall not be construed as a waiver or acquiescence of any right under or arising out of this Partnership Deed, or acquiescence to or recognition of rights and/or position other than as expressly stipulated in this Partnership Deed.

26. CUMULATIVE RIGHTS

All remedies of either Partner under this Partnership Deed whether provided herein or conferred by statute, civil law, common law, custom, trade, or usage are cumulative and not alternative and may be enforced successively or concurrently.

27. PARTIAL INVALIDITY

If any provision of this Partnership Deed or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Partnership Deed shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement ,shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.

28. AMENDMENTS

No modification or amendment to this Partnership Deed and no waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and duly executed by all the Partners.

29. ARBITRATION

If any dispute arises between the Partners hereto during the subsistence of this Partnership Deed or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Partnership Deed, the dispute shall be referred to a sole Arbitrator appointed mutually by the partners. The place of arbitration shall be Indore. The arbitration proceeding shall be governed by the Arbitration & Conciliation Act, 1996. The arbitration proceedings shall be in the English language.

30. GOVERNING LAW: 

This Partnership Deed shall be governed and construed in accordance with the laws of India. 

31.  JURISDICTION

This Agreement shall be subject to courts of Indore jurisdiction only.

IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS DEED TO BE EXECUTED THE DAY MONTH AND THE YEAR ABOVE WRITTEN.

Signed and Delivered by 

the within named

First Partner

[Shri Harshit Verma ]        Signature 

Signed and Delivered

By the within named

Second Partner

[Shri Gajendra Singh]         Signature 

WITNESSES:

1. Witness 1

Name                                            Signature 

2. Witness 2

Name                                             Signature