Article 5. Date of Establishment; Change of Law 第五条成立日期;法律变更
The date of the establishment of the JV Company (the “Establishment Date”) shall be the date on which the JV Company is issued its business license (the “Business License”) by the PRC State Administration for Industry and Commerce.合资公司成立日期应为中华人民共和国工商部颁发营业许可证之日。
If, after the date of the execution of this Agreement, the PRC local or national government or any other local or national public body or authority in the PRC that has the power to make decisions or rules binding upon the JV Company adopts any new PRC Law, amends or repeals any provision of any existing PRC Law, or adopts any different interpretation or method of implementation of any PRC Law (“Change of Law”), and such Change of Law will, upon application by the JV Company and the Party concerned, and upon approval by the relevant government authorities, result in treatment of the JV Company or of any Party substantially more favorable than afforded by the terms of this Agreement (without resulting in less favorable treatment of the other Party), then the JV Company and the Party concerned shall promptly apply to receive the benefits of such more favorable treatment and the other Party shall use all reasonable efforts to facilitate such application. 如本合同开始履行之后,任何有决策权的中国当地或国家政府部门或任何其它中国当地或国家公共机构或单位实行新的法律,修订或废止任何现有中国法律的任何条文,或对任何中国法律的执行方法做出新的解释,并且本合资公司和相关一方采用该法律变更并经有关政府部门批准之时,使得本合资公司及其相关各方的待遇与本合同的条款相比大大的受惠(不对另一方的利益构成损害),则合资公司和相关一方应即刻采用以便更多地受惠,另一方也应积极配合予以协助。
If, after the date of the execution of this Agreement, a Change of Law occurs and it directly or indirectly causes material adverse consequences to the JV Company or to any Party’s benefits under this Agreement, then, upon written notice thereof from the JV Company (acting through its Board of Directors (the “Board”)) to the Parties or by the affected Party to the other Party, the Parties shall promptly consult each other and determine whether: 若本合同生效之后,法律产生变更并直接或间接导致对合资公司或其它任何各方的利益受到切实的影响,则合资公司(通过董事会)或受影响一方应书面通知其它各方,共同即刻磋商并确定是否:
to continue to implement this Agreement in accordance with the original provisions thereof; or 继续根据原有规定履行该合同;或
to effectuate necessary adjustments in order to preserve each Party’s benefits under this Agreement on a basis no less favorable than the benefit it would otherwise receive had such a Change of Law not occurred. 在相比于法律未变情况下各方的利益不受损害的基础上,进行必要的调整,维护本合同下各方的利益。