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JOINT VENTURE AGREEMENT ? ??? ??? XYZ?? ??? ABC?? ???? ????? ?? J/V? ????? ?? ABC? ??? ?????, ?? XYZ?? ???? ??? ??. THIS AGREEMENT made and entered into this day of by and between ABC CO., Ltd., (hereinafter referred to asABC), a corporation organized and existing under the laws of the state of Delaware, USA having its principal office at OOOOOO, Chicago, Illinois 60614-4079, United states of America; and XYZ Co., Ltd(hereinafter referred to as XYZ), a company organized and existing under the laws of the Republic of Korea having its principal office at000000, Kyunggi-do,425-100, Republic of Korea. WITNESSETH: WHEREAS, ABC manufactures and sells inter aha plastic and die cast steels, forging die steels, and commercial open die foreigns ; and WHEREAS, ABC and XYZ desire to organize a Korean company to be jointly owned by ABC and XYZ to engage in the importation and sale of ABC steel products in Korea ;NOW, THEREFORE, for and in consideration of the premises, of the mutual promises and covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by all parties, the parties hereby agree as follows : CHAPTER 1 GENERAL PROVISIONS Section 1. definitions (1) For the purpose of this Agreement: (a) Effective Date shall mean the date when the last of the following shall occur : ( i ) This Agreement and the Appendices hereto shall have been approved by the respective Boards of Directors of the Participants and executed : and ( ii ) The approval of this Agreement and the Appendices hereto by the Korean Government or its delegate in form and substance satisfactory to both Participants. (b) Joint Venture shall mean the joint venture between ABC and XYZ and the new company organized in Korea pursuant to this Agreement. (c) Participants shall mean ABC and XYZ or their successors. (d) Related company (or Companies) shall mean when used in relation to either Participant, any compa