Amended JVC means the joint venture contract of the Target Company, as amended and/or restated from time to time.
Arbitration Rules has the meaning ascribed to it under Section 10.12.3.
Business License Date means the date of issuance of the new business license of the Company as a result of the Transfer.
Closing has the meaning ascribed to it in Section 5.3.
Closing Date has the meaning ascribed to it in Section 5.3.
Conditions Precedent means the conditions precedent set out in Section 4.1.
Dispute has the meaning ascribed to it in Section 10.12.2.
Equity Interest means forty nine point ninety nine percent (49.99%) of the equity interest in the registered capital of the Target Company, which represents all of the equity interest held by Adient Asia in the Target Company.
Final Determination means when (a) the parties have reached an agreement in writing, (b) a court of competent jurisdiction shall have entered a final and non-appealable order or judgment or (c) an arbitration or like panel shall have rendered a final non-appealable determination that the parties have agreed to submit thereto and in each case, when YFAS has paid the finally determined amount.
Final YFAS Appraisal Report means the final appraisal report of the Target Company and the Equity Interest issued by YINXIN ASSETS APPRAISAL CO., LTD retained by Yanfeng to prepare the appraisal report.
Fund Escrow Agent means J.P. Morgan Shanghai Branch.
Fund Escrow Agreement means the Fund Escrow Agreement among Yanfeng, Adient Asia (or a relevant Affiliate thereof) and the Fund Escrow Agent to be entered into as soon as practicable after the date hereof and in accordance with the terms of this Agreement.
HASCO means Huayu Automotive Systems Co., Ltd. or any of its wholly owned direct or indirect subsidiary.
HKIAC has the meaning ascribed to it under Section 10.12.3.
Knowledge means, with respect to Yanfeng, the actual knowledge of the individuals listed in Schedule 4A after due inquiry of the individuals listed in Schedule 4B; and with respect to Adient Asia, the actual knowledge of the individuals listed in Schedule 5A after due inquiry of the individuals listed in Schedule 5B.
Master Agreement has the meaning ascribed to it under the Recitals.
Parties means the parties to this Agreement and a Party means any of them.
Purchase Price has the meaning ascribed to it under Section 3.1.
Regulatory Approval means the regulatory approvals set forth on Annex B and Annex C to the Master Agreement.
SASAC means the State-Owned Assets Supervision and Administration Committee of the State Council of the P.R.C. or its local counterparts.
Short Form ETA has the meaning ascribed to it under Section 10.15.2.