Common use of DISSOLUTION AND WINDING UP OF THE JOINT VENTURE Clause in Contracts

DISSOLUTION AND WINDING UP OF THE JOINT VENTURE. (a) The Joint Venture shall dissolve, its assets disposed of, and its affairs wound up upon the first to occur of the following (each a “Dissolution Event”): (i) the date that is 45 days after the Investment Property Sale; (ii) the date that is 45 days after the implementation and completion of any Alternate Exit Strategy; or (iii) as soon as is reasonably practicable after the mutual agreement of the super majority (75%) of the JV Parties according to their percentage interests. (b) Upon the occurrence of a Dissolution Event, the Joint Venture shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors (if any). The Manager shall be responsible for overseeing the winding up and liquidation of the Joint Venture and shall take full account of the liabilities of the Joint Venture and the assets, and shall either cause its assets to be sold or distributed, and if sold, as promptly as is consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom, to the extent sufficient therefore, to be applied and distributed as provided in Section 14(c) below. (c) After determining that all known debts, liabilities and expenses of the Joint Venture have been paid or adequately provided for, the remaining assets shall be distributed to the JV Parties in accordance with their Percentage Interests. (d) Upon the occurrence of a Dissolution Event and thereafter, other than with respect to the winding up of the Joint Venture pursuant to this Section 14, the JV Parties shall no longer be considered joint ventures and this JV Agreement and the provisions and terms hereof shall be null and void.