Dissolution - Voluntary. The Joint Venture shall be dissolved upon ninety (90) days written notice from AAP to the Parties upon any of the following events: A. the cessation of business by the Joint Venture pursuant to the mutual agreement of each Party; or B. the Parties agree that the Business of the Joint Venture can only be carried on at a loss. Nothing shall prevent the Parties from mutually agreeing to shorten or lengthen the notice period set forth above. Notwithstanding the foregoing, the Parties agree to take such measures as are required to wind down the Business and separate the assets of the Joint Venture. 9.2 Dissolution - Involuntary or by Operation of Law. The Joint Venture shall be dissolved, by operation of law, upon any of the following events: A. the bankruptcy or insolvency of either Party. “Bankruptcy or insolvency” shall be deemed to occur when a Party files a petition in bankruptcy, makes an assignment for the benefit of creditors, voluntarily takes any advantage of any federal or state bankruptcy or insolvency law, is adjudicated a bankrupt or insolvent, or, if a proceeding is instituted against a Party proposing as adjudication as a bankrupt or an insolvent and there is no objection within sixty (60) days of the filing unless the proceedings were discharged or denied prior thereto; when a Party has been guilty of such conduct as tends to affect prejudicially the carrying on the business of the Joint Venture, as determined by arbitration; B. a Party willfully or persistently commits a breach of this Joint Venture Agreement or otherwise so conducts itself in matters relating to the Business of the Joint Venture that it is not reasonably practicable to carry on the business of the Joint Venture, as determined by arbitration; or C. order of a court of appropriate jurisdiction or by an award of an arbitration, as the case may be. In the event of an involuntary termination or termination by operation of law, the Joint Venture shall terminate as soon as practicable, but not later than sixty (60) days after the basis for termination is finally determined by the event itself, or by any arbitration award. 9.3
Dissolution - Voluntary. The Joint Venture shall be dissolved upon ninety (90) days written notice from AAP to the Parties upon any of the following events:
