9. DISSOLUTION
9.01 Events of the Joint Ventures. The Joint Venture shall be dissolved upon the happening of any of the following events:
(a) The adjudication of bankruptcy, filing of a petition pursuant to a Chapter of the Federal Bankruptcy Act, withdrawal, removal or insolvency of either of the parties.
(b) The sale or other disposition, not including an exchange of all, or substantially all, of the Joint Venture assets.
(c) Mutual agreement of the parties.
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10. MISCELLANEOUS PROVISIONS
10.01 Books and Records.
The Joint Venture shall keep adequate books and records at its place of business, setting forth a true and accurate account of all business transactions arising out of and in connection with the conduct of the Joint Venture.
10.02 Validity.
In the event that any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.
10.03 Integrated Agreement.
This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions or warranties among the parties other than those set forth herein provided for.
10.04 Headings.
The headings, titles and subtitles used in this Agreement are for ease of reference only and shall not control or affect the meaning or construction of any provision hereof.
10.05 Notices.
Except as may be otherwise specifically provided in this Agreement, all notices required or permitted here under shall be in writing and shall be deemed to be delivered when deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties at their respective addresses set forth in this Agreement or at such other addresses as may be subsequently specified by written notice.
10.06 Applicable Law and Venue.
This Agreement shall be construed and enforced under the laws of the State of ____(15)____.
10.07 Other Instruments.
The parties hereto covenant and agree that they will execute each such other and further instruments and documents as are or may become reasonably necessary or convenient to effectuate and carry out the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
Signed, sealed and delivered in the presence of:
____________(16)_______________ ____________(17)______________
____________(16)_______________ ____________(16)_______________ ____________(18)______________
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