Common use of Closing Steps Clause in Contracts

Closing Steps. Each of the Parties shall, and shall cause its controlled Affiliates to, take all actions necessary to complete the Transactions in the order and subject to the conditions set forth below (each such step leading to the Closing, a “Closing Step”). (a) On the fourth Business Day following the date on which the conditions set forth in Article 8 have been satisfied (other than those conditions that by their nature are to be satisfied at such Closing Step, but subject to the satisfaction or waiver of those conditions), but in no event prior to the Unconditional Date (as defined in the YFAI Equity Transfer Agreement), the Closing of the Transfer of the Equity Interest (each such term, as defined in the YFAI Equity Transfer Agreement) shall take place at the offices of Yanfeng at ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, the P.R.C. as set forth in the YFAI Equity Transfer Agreement ( the “YFAI Closing” and, the date on which the YFAI Closing occurs, the “YFAI Closing Date”). Concurrently with the YFAI Closing, Yanfeng, Adient HK (or a relevant Affiliate thereof) and ▇.▇. ▇▇▇▇▇▇ shall enter into the Escrow Agreement (as defined in the YFAI Equity Transfer Agreement) and Yanfeng shall deposit no less than the RMB equivalent (at the exchange rate and with any necessary foreign exchange gross-up adjustments as specified in the Escrow Agreement) of the YFAI Equity Interest Purchase Price (less any amount required to be withheld for tax purposes as determined pursuant to Section 7.1 hereof) into the escrow account on the terms and subject to the conditions set forth in the Escrow Agreement. (b) As promptly as possible following the YFAI Closing Date and in any event within two (2) Business Days after the completion of the steps set forth in Annex A-1 and Annex A-2 hereto (other than any steps set forth in Annex A-1 and Annex A-2 which relate to the payment or settlement of any relevant taxes, to the extent the payment or settlement of such taxes is not a prerequisite to Yanfeng’s and/or AYM’s ability to pay the YFAI Equity Interest Purchase Price and the Mechanism IP Purchase Price, respectively, in accordance with this Section 3.2(b)), each of the following Closing steps shall be taken on the same Business Day: (i) Yanfeng shall pay to Adient HK the YFAI Equity Interest Purchase Price (less any amount required to be withheld for tax purposes as determined pursuant to Section 7.1 hereof) as set forth in the YFAI Equity Transfer Agreement and the Escrow Agreement (the “YFAI Payment”); (ii) concurrently with the YFAI Payment, AYM shall pay to Adient (or any such controlled Affiliate thereof as Adient may designate) the Mechanism IP Purchase Price (less the amount of any local surcharges due with respect to the value-added taxes arising as a result of the transactions contemplated by the Mechanisms Intellectual Property Agreement and/or the payment of the Mechanism IP Purchase Price, as set forth in the commercial invoice issued by Adient (or its relevant controlled Affiliates) to AYM pursuant to Section 9.10 of the Mechanisms Intellectual Property Agreement) in immediately available funds by wire transfer to an account or accounts which will have been designated by Adient at least two Business Days prior to such payment date (the “IP Closing”); and (iii) upon receipt of the YFAI Equity Interest Purchase Price by Adient HK and of the Mechanism IP Purchase Price by Adient (or any such controlled Affiliate thereof as Adient may designate): (1) the relevant Parties (or their relevant Affiliates) shall enter into Amendment No. 15 to the YFAS Articles of Association, (2) the Amendments to YFAS Joint Venture Agreement and YFAS Articles of Association shall become effective and (3) promptly thereafter the relevant Parties (or their relevant Affiliates) shall make any filings with any Governmental Bodies in the P.R.C. required in connection therewith; and (1) the relevant Parties (or their relevant Affiliates) shall enter into the Amended and Restated AYM Articles of Association, (2) the Amendments to AYM Joint Venture Agreement and AYM Articles of Association shall become effective and (3) promptly thereafter the relevant Parties (or their relevant Affiliates) shall make any filings with any Governmental Bodies in the P.R.C. required in connection therewith.

Closing Steps. Each of the Parties shall, and shall cause its controlled Affiliates to, take all actions necessary to complete the Transactions in the order and subject to the conditions set forth below (each such step leading to the Closing, a “Closing Step”). (a) On the fourth Business Day following the date on which the conditions set forth in Article 8 have been satisfied (other than those conditions that by their nature are to be satisfied at such Closing Step, but subject to the satisfaction or waiver of those conditions), but in no event prior to the Unconditional Date (as defined in the YFAI Equity Transfer Agreement), the Closing of the Transfer of the Equity Interest (each such term, as defined in the YFAI Equity Transfer Agreement) shall take place at the offices of Yanfeng at ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, the P.R.C. as set forth in the YFAI Equity Transfer Agreement ( the “YFAI Closing” and, the date on which the YFAI Closing occurs, the “YFAI Closing Date”). Concurrently with or prior to the YFAI Closing, Yanfeng, Adient HK (or a relevant Affiliate thereof) and ▇.▇. ▇▇▇▇▇▇ shall enter into the Fund Escrow Agreement (as defined in the YFAI Equity Transfer Agreement) and and, concurrently with or prior to the YFAI Closing, Yanfeng shall deposit no less than the RMB equivalent (at the exchange rate and with any necessary foreign exchange gross-up adjustments as specified in the Escrow Agreement) of 105% of the YFAI Closing Equity Interest Purchase Price (less any an amount required equal to be withheld for tax purposes as determined pursuant to Section 7.1 hereofUS$324,450,000) at the exchange rate specified in the Fund Escrow Agreement into the escrow account on the terms and subject to the conditions set forth in the Fund Escrow Agreement. (b) As promptly as possible following the YFAI Closing Date and in any event within two (2) Business Days after the completion of the steps set forth in Annex A-1 and Annex A-2 hereto (other than any steps set forth in Annex A-1 and Annex A-2 which relate to the payment or settlement of any relevant taxes, to the extent the payment or settlement of such taxes is not a prerequisite to Yanfeng’s and/or AYM’s ability to pay the YFAI Closing Equity Interest Purchase Price and the Mechanism IP Purchase Price, respectively, in accordance with this Section 3.2(b)), each of the following Closing steps shall be taken on the same Business Day: (i) Yanfeng shall pay to Adient HK the YFAI Closing Equity Interest Purchase Price (less any amount required to be withheld for tax purposes as determined pursuant to Section 7.1 hereof) as set forth in the YFAI Equity Transfer Agreement and the Fund Escrow Agreement (the “YFAI Payment”); (ii) concurrently with the YFAI Payment, AYM shall pay to Adient (or any such controlled Affiliate thereof as Adient may designate) the Mechanism IP Purchase Price (less the amount of any local surcharges due with respect to the value-added taxes arising as a result of the transactions contemplated by the Mechanisms Intellectual Property Agreement and/or the payment of the Mechanism IP Purchase Price, as set forth in the commercial invoice issued by Adient (or its relevant controlled Affiliates) to AYM pursuant to Section 9.10 of the Mechanisms Intellectual Property Agreement) in immediately available funds by wire transfer to an account or accounts which will have been designated by Adient at least two Business Days prior to such payment date (the “IP Closing”); and (iii) upon receipt of the YFAI Closing Equity Interest Purchase Price by Adient HK and of the Mechanism IP Purchase Price by Adient (or any such controlled Affiliate thereof as Adient may designate): (1) the relevant Parties (or their relevant Affiliates) shall enter into Amendment No. 15 to the YFAS Articles of Association, (2) the Amendments to YFAS Joint Venture Agreement and YFAS Articles of Association shall become effective and (3) promptly thereafter the relevant Parties (or their relevant Affiliates) shall make any filings with any Governmental Bodies in the P.R.C. required in connection therewith; and (1) the relevant Parties (or their relevant Affiliates) shall enter into the Amended and Restated Amendment to the AYM Articles of Association, (2) the Amendments to AYM Joint Venture Agreement and AYM Articles of Association shall become effective and (3) promptly thereafter the relevant Parties (or their relevant Affiliates) shall make any filings with any Governmental Bodies in the P.R.C. required in connection therewith.