If any Joint Venturer advances any funds to the Venture other than as provided in this Paragraph 9, the amount of any cash advance shall not be an additional Capital Contribution of the Joint Venturer but shall be a debt due from the Venture to the Joint Venturer to be repaid at the times and with the interest that shall be expressly agreed on or, in the absence of an agreement, on the dissolution and liquidation of the Venture and without interest. Except as specifically otherwise provided in this Agreement, no Joint Venturer shall be required to lend money or property to the Venture and any loans to the Venture from a Joint Venturer or affiliate of a Joint Venturer shall be on commercially reasonable terms and conditions. No Joint Venturer shall have any right to compensation solely due to his contribution to the Venture, except to share in the net profits as provided herein unless otherwise provided in this Agreement. In the event of a default under this Agreement, the defaulting Joint Venturer agrees to indemnity the other Joint Venturers against any loss or liability exceeding the percentages set forth in this Agreement or for any liability or loss directly resulting from the default. Each Joint Venturer will own and hold a 50 percent interest (the Interest) in the Venture as a Capital Account and is entitled to share in the Ventures items of income, gain, loss, deduction, credit, and cash available for distribution pursuant to his Interest as described in this Agreement, such Interest to be subject to all of the terms and conditions of this Agreement. Sharing Percentages of the Joint Venturers. The contributions described in this Paragraph are referred to herein as ∼apital Contributions. All Capital Contributions shall be credited to a Joint Venturers Capital Account. Each of the Joint Venturers shall be responsible for one-half of all expenses relating to the Venture Property, including, but not limited to the repayment of the Loan. However, it is also understood that Palomar will be required to execute a promissory note with respect to the Loan and execute such other documents as may be required by the payee of the Loan. It is understood that Fouch may have to guarantee the repayment of the Loan and take such other steps to secure the Loan. Fouch, utilizing his credit, shall arrange for a loan (the Loan) in an amount equal to 90 percent of the purchase price for the Venture Property. Palomar shall contribute an amount equal to 10 percent of the purchase price required for the Venture to purchase the Venture Property. The Venture shall begin on the date hereof and shall continue until December 31, 2025, unless sooner terminated as specifically provided in this Agreement.Ĭapital Contributions of the Joint Venturers.
The Venture shall not engage in any business without the prior written consent of all of the Joint Venturers. The general purposes of the Venture are to buy, sell, own and operate the real property more fully described in Exhibit A attached hereto, including any additions thereto or any other property which may be acquired by the Venture (the Venture Property) and to have and exercise all of the powers to engage in any lawful business related or incidental to any of these purposes. The mailing address of the Venture shall be 120 Birmingham, Suite 110-G, Cardiff, California 92007. Additional places of business may be located elsewhere.Īddress. The principal place of business of the Venture shall be 120 Birmingham, Suite 110-G, Cardiff, California 92007.
The activities and business of the Venture shall be conducted under the name of The Havasu Project in California and under any variations of this name that are necessary to comply with the laws of other states within which the Venture may do business or make investments. For and in consideration of the mutual covenants contained in this Agreement, the Joint Venturers form, create and agree to associate themselves in a joint venture, referred to in this Agreement as the Venture. Following the execution of this Agreement, the Joint Venturers shall execute or cause to be executed and filed any documents and instruments with any appropriate authorities that may be necessary or appropriate to comply with all requirements for the formation and operation of a joint venture in the State of California. Fouch and Palomar are sometimes hereinafter severally referred to as a Joint Venturer and collectively referred to as the Joint Venturers. THIS JOINT VENTURE AGREEMENT is made and entered and effective as of July 7, 2005, between BRENT FOUCH (∿ouch) and PALOMAR ENTERPRISES, INC., a Nevada corporation (Palomar).
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