This Joint Venture JV Agreement involves
Title: AGREEMENT REGARDING DISSOLUTION OF JOINT VENTURE
Industry: Regional Banks
AGREEMENT REGARDING DISSOLUTION OF JOINT VENTURE
This agreement is entered into effective as of May 1, 2006, by and between BWC Real Estate, a California corporation ("BWCRE") and Simonich Corporation, a California corporation ("Simonich").
BWCRE and Simonich entered into a joint venture agreement in 1994, amended June 13, 1995, and amended and restated as of April 1, 2002 (collectively the "JV Agreement").
Pursuant to the JV Agreement, the parties entered into a joint venture under the name "BWC Mortgage Services" (the "Joint Venture") to conduct the business of providing mortgage banking and related services.
BWCRE has agreed to sell and transfer to Simonich, and Simonich has agreed to purchase, all of BWCRE's right and interest in the Joint Venture on the terms and conditions set forth below. The parties wish to then dissolve the Joint Venture.
Now, therefore, the parties agree as follows:
1. Payment of Consideration . On the date of execution, Simonich shall pay $1,029,130 in cash to BWCRE.
2. Transfer and Assignment . On the date of execution, effective on the Effective Date, BWCRE shall transfer and assign all of its right, title and interest in the Joint Venture and all of its right, title and interest in the leases and other assets of the Joint Venture, to Simonich. The Joint Venture shall execute forms of Assignment, an Assignment and Assumption of Leases in the form attached hereto as Exhibit A and an Assignment and Assumption of Contracts in the form attached hereto as Exhibit B.
3. Effective Date . The Effective Date of this agreement shall be May 1, 2006 (the "Effective Date"). On the date of execution, Simonich shall make its payment to BWCRE, BWCRE shall transfer all of its right, title and interest in the Joint Venture to Simonich, and from and after the Effective Date, the Joint Venture shall be dissolved and any and all business done from the Effective Date under the name BWC Mortgage Services shall be business conducted solely by Simonich or such affiliate as Simonich may select. From and after the Effective Date, BWCRE shall have no further right, interest, obligation, liability or responsibility for BWC Mortgage Services or the Joint Venture.
4. Assumption of Liabilities . As of the Effective Date, Simonich shall assume full responsibility for all leases, contracts, obligations, debts and any and all other liabilities of any type or nature of the Joint Venture, and BWCRE shall have no obligation or responsibility for any debts or obligations of the Joint Venture.
5. Indemnity . From and after the Effective Date, Simonich shall defend, (with legal counsel selected by Simonich and consented to by BWCRE, or its affiliates or assigns) protect and hold BWCRE, and all affiliates of BWCRE, free and harmless from any and all liabilities,
claims, debts, obligations or expenses pertaining to the Joint Venture whether arising before or after the Effective Date, except as to any such matters that arise exclusively from actions or agreements of BWCRE. Without limiting the foregoing, Simonich shall reimburse BWCRE, or its affiliates or assigns, for all expenses, damages or fines incurred or suffered by BWCRE, its affiliates or assigns by reason of the Joint Venture, or by reason of any agreements, commitments, actions, violations or other obligations of the Joint Venture. Nothing in this section shall obligate Simonich to indemnify BWCRE, its affiliates or assigns, against BWCRE own willful acts. BWCRE represents that as of the date of execution, it is not aware of any expenses, damages, fines or claims that fall within this indemnity obligation.
6. Dissolution . As of the Effective Date, the parties shall take such actions, and execute all such documents, as may be necessary or appropriate to fully and formally terminate and dissolve the Joint Venture.
7. Name and Logo . From and after the Effective Date, Simonich may continue to use the name "BWC Mortgage Services" provided:
(i) There shall be no further reference to BWC Mortgage Services as being a joint venture; and
(ii) There shall be no reference to BWC Mortgage Services being a "Bank of Walnut Creek affiliate" nor shall any logo, sign or other indication be used that uses the name or in any way identifies Bank of Walnut Creek as being part of, or in any way affiliated with, BWC Mortgage Services or any other name or entity in which Simonich is doing business. There will be no statement or reference to Bank of Walnut Creek, or any affiliate of the Bank, having previously been affiliated with BWC Mortgage Services. Any and all existing letterhead, business cards, contact information or other materials that makes reference to the "Joint Venture", "general or limited partnership" or "Bank of Walnut Creek" shall be destroyed and/or replaced on or before June 1, 2006. Simonich shall use commercially reasonable efforts to accomplish replacement and elimination of the referenced documentation and materials..
8. Notification . Concurrently with the execution of this Agreement, Simonich and BWCRE shall jointly execute a letter in form agreed upon by both parties, which will be sent by Simonich to all lenders, landlords, employees, independent contractors and parties to any existing contracts or obligations advising them of the dissolution and termination of the Joint Venture and affirmatively stating that Simonich alone is continuing the business under the name BWC Mortgage Services.
9. Employees–Independent Contractors . All employees or independent contractors of the Joint Venture, or of Simonich Corporation, who maintain desks or offices in any office, branch or location of the Bank of Walnut Creek shall vacate such locations as of June 1,