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1、JOINT VENTURE AGREEMENT TABLE OF CONTENTS1. Definitions .22. Formation of JVC.33. Business of JVC .44. Share Capital.45. Transfer of Shares to third Parties.56. Board of Directors and Management of the COMPANY.87. Board Meetings and Shareholders Meeting.148. Strategic Plans and Budgets.159. Dividend
2、s.1510. Financial Year Auditors and Audit.1611. Accounts, Records, Reports and Inspection.1612. Confidentiality.1713. Termination .2014. Deadlock.2115. Consequences of Termination .2316. Damages.2417. Force Majeure.2518. Applicable law, Interpretation, Amendment &Supplementation of the Agreement.261
3、9. Settlement of Disputes.2720. Communication.2821. Miscellaneous.2822. Assignment.2823. Headings.2924. Modifications.2925. Waiver.2926. Independent Parties.2927. Representation and Authority.3028. Counter Parts.3029. Additional Documents.3030. Entire Agreement.3031. Conditions Precedent.31JOINT VEN
4、TURE AGREEMENTThis Joint Venture Agreement(hereinafter referred to as “Agreement) made and entered into at .this .day of .200-.BY AND AMONGSEIL ENGINE INTL LIMITED, a company registered in - under the - Offshore Business Activities Act 1992 and having its registered office at P.O. Box NO.-, -(herein
5、after referred to as “SEIL” which expression shall mean and include its successors and permitted assigns.),GLOBAL POWERS LIMITED a company registered in - under the - Offshore Business Activities Act 1992 and having its registered office at P.O. Box No.-, - (hereinafter referred to as “GPL” which ex
6、pressions shall mean and include its successors and permitted assigns)ANDTRADE INTL CORP., a company duly exiting and organized under the laws of Korea, having its principal office at -, Korea(hereinafter referred to as “TIC” which expressions shall mean and include its successors and permitted assi
7、gns)WITNESSETH :WHEREAS, SEIL is a subsidiary company of Korea Engineering Co., Limited, a leading Korean company having proven capabilities in the engineering, design and construction on a turn-key basis of power plants, and possessing facilities for the manufacture of equipment and machinery for p
8、ower plants.WHEREAS, GPL is an established - company having experience in diesel power projects including overseeing operation, maintenance and repair of diesel power plants, overall plant supervision, providing procurement and plant construction assistance and financing structure assistanceWHEREAS,
9、 TIC is a company having experience in procurement and international trade of equipment machinery and raw materials etc. foreign investment and project financing.SEIL,IPGL and TIC wish to form a Joint Venture Company (JVC) in - to jointly promote, own, operate and manage diesel power projects in -.SEIL, GPL and TIC have had discussions to finalize the terms and conditions of the participation of SEIL, GPL and TIC in the JVC, the m
