Chinese Joint Venture. 7.1 The parties acknowledge and agree that the Chinese JV Interests and the Chinese JV Contracts cannot be transferred to the Purchaser without the consent of Tianjin Pharmaceutical Holdings Co. Ltd and Tianjin Xxxxx Xxx Pharmaceutical Group Corporation Limited (the “Tianjin Consents”) and that therefore this Agreement shall not be construed as a transfer or attempted transfer of the Chinese JV Interests or the Chinese JV Contracts without such consent.
7.2 All parties shall use reasonable endeavours both before and after Closing to obtain the Tianjin Consents as soon as possible and shall keep each other informed of progress in relation to the same. GlaxoSmithKline shall deliver to the Purchaser, on Closing or, if later, as soon as possible after receipt, the Tianjin Consents.
7.3 In connection with the obtaining of the Tianjin Consents, each of the parties shall supply to the other parties and any relevant third party such information as may be reasonably requested by such other parties or any relevant third party.
7.4 In the event that the Tianjin Consents have not been obtained by Closing, from Closing until the Tianjin Consents have been obtained, the Chinese JV Interests and Chinese JV Contracts shall be deemed to be a “Delayed Business” and the provisions of Schedule 22 (Delayed Businesses) shall apply.
Chinese Joint Venture. Within 90 days from the date of signature of this Agreement, BUYER commits to notify SCHLUMBERGER of its decision whether to acquire SCHLUMBERGER's indirect interest in a Chinese joint venture (58% shareholding in Schlumberger-Xxx Xxxx Retail Petroleum Systems Corporation Ltd) (the "Chinese Joint Venture"), at conditions to be discussed. Failing such notification, BUYER shall be deemed not to acquire this interest and SCHLUMBERGER shall be free to keep it, transfer it or otherwise dispose of it, notwithstanding any other provision of this Agreement. Should BUYER not acquire the Chinese Joint Venture, it commits to continue all existing agreements between the RPS Business and the Chinese Joint Venture until their respective term, all renewals excluded. The major agreements are attached in Schedule 7.17 hereto. If SCHLUMBERGER is obliged to stay as a shareholder of the Chinese Joint Venture, SCHLUMBERGER shall not be considered in violation of any non-competition obligation or warranty as it relates to such Chinese Joint Venture, provided that SCHLUMBERGER shall exit the share capital of the Chinese Joint Venture by December 31, 2014.
Chinese Joint Venture. 52 5.20 Support Agreements; Concentrate Agreement. . . . . . 52 5.21
Chinese Joint Venture. (a) The parties recognize that CS owns 35% of a company in China (the "Chinese Company") which licenses the Oasis brand in China.
(b) Prior to the Threshold Closing, CS shall cause the Chinese Company to be liquidated so that CS (and KO following the Threshold Closing) will have the unfettered right and title to the "Oasis" brand in China and the unfettered right to license such brand.
Chinese Joint Venture. The parties acknowledge and agree that the Chinese JV Interests and the Chinese JV Contracts cannot be transferred to the Purchaser without the consent of Tianjin Pharmaceutical Holdings Co. Ltd and Tianjin Xxxxx Xxx Pharmaceutical Group Corporation Limited (the “Tianjin Consents”) and that therefore this Agreement shall not be construed as a transfer or attempted transfer of the Chinese JV Interests or the Chinese JV Contracts without such consent.
Chinese Joint Venture. 5.1 The parties acknowledge and agree that the Chinese JV Interests and the Chinese JV Contracts cannot be transferred to the Purchaser without the consent of Tianjin Pharmaceutical Holdings Co. Ltd and Tianjin Xxxxx Xxx Pharmaceutical Group Corporation Limited (the “Tianjin Consents”) and that therefore this Agreement shall not be construed as a transfer or attempted transfer of the Chinese JV Interests or the Chinese JV Contracts without such consent.
5.2 All parties shall use reasonable endeavours both before and after Closing to obtain the Tianjin Consents as soon as possible and shall keep each other informed of progress in relation to the same. GlaxoSmithKline shall deliver to the Purchaser, on Closing or, if later, as soon as possible after receipt, the Tianjin Consents.
5.3 In connection with the obtaining of the Tianjin Consents, each of the parties shall supply to the other parties and any relevant third party such information as may be reasonably requested by such other parties or any relevant third party.
5.4 In the event that the Tianjin Consents have not been obtained by Closing, from Closing until the Tianjin Consents have been obtained:
5.4.1 GlaxoSmithKline shall procure that the relevant member of GlaxoSmithKline’s Group shall hold on trust for the Purchaser to the extent it is lawfully able to do so, or, where it is not lawfully able to do so or where holding on trust is not possible under local law, GlaxoSmithKline shall procure that the relevant member of GlaxoSmithKline’s Group and the Purchaser shall make such other arrangements between themselves as are necessary to provide the Purchaser with, all of the benefits of the relevant member of GlaxoSmithKline’s Group in relation to the Chinese JV Interests and the Chinese JV Contracts so that the Purchaser is no worse (or better) off than it would have been had the Chinese JV Interests and the Chinese JV Contracts been transferred to it (other than in respect of amounts corresponding to any Tax payable by GlaxoSmithKline or the relevant member of GlaxoSmithKline’s Group), including the enforcement and exercise at the cost and for the account of the Purchaser of all rights of the relevant member of GlaxoSmithKline’s Group against or in respect of the Chinese JV Interests and/or any other party to the Chinese JV Contracts; and
5.4.2 to the extent that the Purchaser is lawfully able to do so, the Purchaser shall perform (or procure the performance of) the relevant member of GlaxoSmithKline’...
Chinese Joint Venture. All of Chemtura’s equity interest in the Chinese Joint Venture; and
Chinese Joint Venture. Chemtura is the owner of 90% of the equity in the Chinese Joint Venture, free and clear of all Liens.
Chinese Joint Venture. Chemtura shall use commercially reasonable efforts to purchase the 10% equity interest in the Chinese Joint Venture from China National Chemical Construction Jiangsu Company and to obtain the necessary Chinese Consents to such purchase such that as of the Closing, Chemtura shall own 100% of the equity interest in the Chinese Joint Venture free and clear of all Liens.
Chinese Joint Venture. Chemtura shall hold 100% of the equity interest in the Chinese Joint Venture free and clear of all Liens and shall have obtained the necessary Chinese Consents to acquire the 10% equity interest in the Chinese Joint Venture from China National Chemical Construction Jiangsu Company, and there shall be no existing Contracts (other than this Agreement) relating to the issuance, sale or transfer of any equity interest in the Chinese Joint Venture.
