China Jv. As of the Effective Date (as hereinafter defined), Agent and Requisite Lenders hereby (a) consent to the formation of China Newco in accordance with the terms of the organizational documents provided to Agent, (b) consent to the establishment of the China JV on the terms and conditions set forth in the JV Contract and (c) agree that neither the formation of China Newco nor the establishment of the China JV shall constitute a breach of the Credit Agreement; provided, however, that the consents and agreements of Agent and Requisite Lenders set forth above are expressly conditioned on satisfaction of all of the following conditions in Agent's reasonable discretion, and Borrowers and the other Credit Parties (including, but not limited to, Inverness Investments) hereby covenant and agree as follows:
China Jv. Structure · China JV to be structured on a mutually agreed upon tax-efficient basis (including form of entity and jurisdiction). Name · Before formation and public announcement of the China JV, Gold and Sapphire will mutually agree on a name for the China JV. Initial Ownership and Contributions · Sapphire will receive at least a 51% stake in exchange for its contribution of the Sapphire Fleet Contracts (as defined below) and, subject to completion of satisfactory diligence by Gold, all of Sapphire’s other assets, liabilities and personnel (except as otherwise agreed), and would have day-to-day operational control of the China JV and would cause the China JV to comply with its obligations under the Sapphire Fleet Contracts (except to the extent the primary cause of the China JV’s failure to comply with such obligations was a breach by Gold of its obligations under the Gold Services Agreement), subject to the rights of Gold set forth below. Sapphire will use its reasonable best efforts to also cause to be contributed to the China JV all contractual rights of Sapphire’s affiliates to provide content, advertising and operations solutions services to the Sapphire Fleet (as defined below). The Sapphire Fleet contract with Air Changan and any other Sapphire Fleet Contract that has been executed but not provided to Gold will have such terms, and any other Sapphire Fleet Contracts that are not yet executed would be executed on such terms, in each case, as are reasonably satisfactory to both Gold and Sapphire as a condition to signing definitive agreements in respect of the Stage 2 Transactions. · Gold will receive up to a 49% stake in exchange for its investment of the Aggregate JV Investment Shares Price into the China JV. · The exact ownership percentages would be determined by mutual agreement of Gold and Sapphire based on the relative values of such contributions and set forth in the definitive agreements with respect to the China JV.
China Jv
