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187 contract - PROJECT-BASED JOINT VENTURE AGREEMENT THIS...

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PROJECT-BASED JOINT VENTURE AGREEMENT THIS CONTRACT AGREEMENT ("Agreement"), made and entered into as of This 5th day of March 2009 between AIH of Japan and of TZM of Tanzania. ARTICLE I GENERAL PROVISIONS 1.01 Business Purpose. The business of the project shall be as follows: TZM will provide land, raw materials, and unskilled labor for the purpose of building a factory for AIH to manufacture and store materials to build a resort for TZM on the eastern coast of Tanzania. 1.02 Term of the Agreement. This project-based joint venture shall commence on the date first above written and shall continue in existence until terminated, liquidated, or dissolved by law or as hereinafter provided. ARTICLE II GENERAL DEFINITIONS The following comprise the general definitions of terms utilized in this Agreement: 2.01 Affiliate. An Affiliate of an entity is a person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control of such entity. 2.02 Capital Contribution(s). The capital contribution to the Joint Venture actually made by the parties, including property, cash and any additional capital contributions made. 2.03 Losses and Liabilities. Any loss on the contract for federal income tax purposes determined by the contract’s fiscal year, including, without limitation, each item of project’s loss or deduction.
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