Dissolution of the Joint Venture. The Venture will be dissolved and its assets liquidated in the event of any of the following:
Dissolution of the Joint Venture. The Venture will be dissolved and its assets shall be liquidated in the event of any of the following:
a. the term of the Joint Venture has ended and no agreement to extend the term has been entered into
b. a unanimous vote by the Members to dissolve the Venture;
c. the purpose of establishing a joint venture was not met.
d. Significant loss or loss of profitability of the joint venture’s assets; or
e. the joint venture has suffered losses for six consecutive months and the parties have no plans to continue operations.
Dissolution of the Joint Venture. By execution hereof, Buyer and Seller (i) elect to immediately dissolve the Joint Venture pursuant to Section 9.01(c) of the Joint Venture Agreement, and (ii) acknowledge and consent to the termination, as of the Effective Date, of the Ancillary Agreements. Seller hereby authorizes Buyer to take any and all actions which Buyer deems necessary or appropriate to wind up the affairs of, and otherwise liquidate, the Joint
Dissolution of the Joint Venture. Upon the approval of a dissolution of this joint venture, each member shall release the other from any and all further liability hereunder. Except, however, as to such lawful liability, and necessary expense in connection with the contesting thereof, as may be asserted subsequently under this agreement or as a result thereof and for which the parties hereto would have been liable prior to the execution of such release.
Dissolution of the Joint Venture. 1. The Dissolution of the Joint Venture will be carried out pursuant to the provisions of Sections 10.3 through 10.8 of the Joint Venture’s LLC Agreements, as amended by this Second Amendment. Each of Chase and Xxxxxx Xxx agrees to use its best efforts to complete the Dissolution in an efficient, expedient, and professional manner by no later than the Dissolution Date. The parties agree, however, that the legal existence of the Joint Venture shall continue through December 31, 2005 so that expenses incurred in connection with the business of the Marketing LLC and/or the Finance LLC, including the Allowable Servicing Fees pursuant to Section 8 of this Second Amendment, from the Effective Time through December 31, 2005 (the “Dissolution Period”) that are to be shared by Xxxxxx Mae and Chase pursuant to the LLC Agreements, as amended by this Second Amendment, will continue to be expenses of the Marketing LLC and the Finance LLC, as applicable. The LLC Agreements shall terminate at the end of the Dissolution Period.
2. Costs of Dissolution of the Joint Venture will be borne and paid 50% by Xxxxxx Xxx and 50% by Chase. This will include salaries and benefits through the date of termination of employment and severance packages for all Joint Venture employees in amounts previously approved by the Board of the Joint Venture. Additionally, Chase and Xxxxxx Xxx each agrees to pay 50% of the cost of stay bonuses for [**], and any other employees of the Joint Venture mutually agreed upon in writing by Chase and Xxxxxx Xxx (“Stay Bonus Employees); provided, that, such employees (other than [**]) remain employed by the Joint Venture, in good standing, through and until July 1, 2005, and that [**] remain employed by the Joint Venture, in good standing, through and until December 31, 2005. If [**] resigns from the Joint Venture prior to December 31, 2005, the parties agree to hire as a Joint Venture employee a mutually agreed upon alternative person. Chase and Xxxxxx Xxx hereby agree that such stay bonuses for the four employees named in the preceding sentence shall be in an amount equal to 50% of each such employee’s annual base salary as of the Effective Date. Neither Chase nor the Joint Venture shall have any responsibility to pay any other stay bonuses or incentives that were promised to the Marketing LLC employees by Xxxxxx Xxx, and all such amounts shall be the sole and exclusive responsibility of Xxxxxx Mae.
3. Each of Chase and Xxxxxx Xxx may advise the employees ...
Dissolution of the Joint Venture. The Joint Venture shall be dissolved upon the happening of any of the following events:
6.1.1 The resignation, adjudication of bankruptcy, insanity, legal disability or death of a Joint Venture Manager (or other incapacity which prevents a Joint Venture Manager from effectively discharging its duties hereunder), unless the remaining Joint Venture Manager, if any, elects to continue the Joint Venture, or unless, within a period of six (6) months from the date of such event, a successor Joint Venture Manager or successor Joint Venture Managers are elected by a vote of Joint Venturers having an aggregate Joint Venture Percentage which is greater than fifty percent (50%), which successor or successors elect to continue the business of the Joint Venture.
6.1.2 The vote of the Joint Venturers having an aggregate Joint Venture Percentage which is greater than eighty percent (80%) and receipt by the Joint Venture Manager of written notice of such election.
6.1.3 The decision by the Joint Venture Manager, made in its sole discretion, that it would be in the best interest of the Joint Venture to dissolve and the delivery of written notice of such decision to the Joint Venturers; provided, however, that Joint Venturers having an aggregate Joint Venture Percentage greater than eighty percent (80%) may notify the Joint Venture Manager in writing of their objection to such decision within ten (10) days after delivery of notice of such decision by the Joint Venture Manager, and such decision shall be rescinded.
