HAS A VALID, BINDING AND ENFORCEABLE
LEASEHOLD INTEREST UNDER EACH OF THE LEASES UNDER WHICH IT IS A LESSEE, FREE AND
CLEAR OF ALL LIENS.
EACH OF THE MPM REAL PROPERTY LEASES IS IN FULL FORCE AND
EFFECT.
SAVE AS DISCLOSED IN APPENDIX 4.2(K), VALIN MPM IS NOT IN DEFAULT UNDER
ANY MPM REAL PROPERTY LEASE AND NO EVENT HAS OCCURRED AND NO CIRCUMSTANCE EXISTS
WHICH, IF NOT REMEDIED, AND WHETHER WITH OR WITHOUT NOTICE OR THE PASSAGE OF
TIME OR BOTH, WOULD RESULT IN SUCH A DEFAULT OR THE ABILITY OF ANY THIRD PARTY
TO MAKE ANY CLAIMS AGAINST VALIN MPM. VALIN MPM HAS NOT RECEIVED OR GIVEN ANY
NOTICE OF ANY DEFAULT OR EVENT THAT WITH NOTICE OR LAPSE OF TIME, OR BOTH, WOULD
CONSTITUTE A DEFAULT BY VALIN MPM UNDER ANY OF THE MPM REAL PROPERTY LEASES AND,
TO THE KNOWLEDGE OF VALIN MPM AND THE CHINESE PARTIES, NO OTHER PARTY IS IN
DEFAULT THEREOF, AND NO PARTY TO ANY MPM REAL PROPERTY LEASE HAS EXERCISED ANY
TERMINATION RIGHTS WITH RESPECT THERETO.
(L)
AN EFFECTIVE LAND USE RIGHTS CERTIFICATE
HAS BEEN ISSUED WITH RESPECT TO THE LAND DESCRIBED ON APPENDIX 4.2(L), WHICH IS
OCCUPIED AND USED BY VALIN MPM AND, THEREFORE, THERE WILL BE NO RISK OF RIGHT
CLAIM OR DAMAGE CLAIM AGAINST VALIN MPM IN RELATION TO THE LAND USE RIGHT IN
QUESTION. A VALID
14
CONSTRUCTION PERMIT IN
CONNECTION WITH THE VALIN MPM OFFICE BUILDING LOCATED AT ZHENGXIANG DISTRICT,
DALI NEW VILLAGE NO. 18 HAS BEEN ISSUED TO VALIN MPM AND THEREFORE, THERE WILL
BE NO RISK OF ADMINISTRATIVE PENALISATION OR ADMINISTRATIVE PROCEEDINGS AGAINST
VALIN MPM IN RELATION TO THE CONSTRUCTION PERMIT OF THIS BUILDING.
(M)
EXCEPT AS OTHERWISE DISCLOSED IN APPENDIX
4.2(M), VALIN MPM HAS GOOD AND MARKETABLE TITLE TO ALL OF THE ITEMS OF TANGIBLE
PERSONAL PROPERTY USED IN THE BUSINESS OF VALIN MPM (EXCEPT AS SOLD OR DISPOSED
OF SUBSEQUENT TO THE DATE THEREOF IN THE ORDINARY COURSE OF BUSINESS AND NOT IN
VIOLATION OF THIS AGREEMENT), FREE AND CLEAR OF ANY AND ALL LIENS.
ALL SUCH
ITEMS OF TANGIBLE PERSONAL PROPERTY WHICH, INDIVIDUALLY OR IN THE AGGREGATE, ARE
MATERIAL TO THE OPERATION OF THE BUSINESS OF VALIN MPM ARE IN GOOD CONDITION AND
IN A STATE OF GOOD MAINTENANCE AND REPAIR (ORDINARY WEAR AND TEAR EXCEPTED) AND
ARE SUITABLE FOR THE PURPOSES USED.
(N)
APPENDIX 4.2(N) SETS FORTH AN ACCURATE AND
COMPLETE LIST OF ALL INTELLECTUAL PROPERTY RIGHTS OWNED OR USED BY VALIN MPM.
VALIN MPM IS THE SOLE AND EXCLUSIVE OWNER OF, OR HAS VALID AND CONTINUING RIGHTS
TO USE, SELL OR LICENSE, AS THE CASE MAY BE, ALL INTELLECTUAL PROPERTY RIGHTS
USED, SOLD OR LICENSED BY VALIN MPM IN ITS BUSINESS AS PRESENTLY CONDUCTED AND
AS CURRENTLY PROPOSED TO BE CONDUCTED, FREE AND CLEAR OF ALL LIENS OR
OBLIGATIONS TO OTHERS SAVE FOR THE RESTRICTIONS UNDER THE APPLICABLE LAW AND THE
OBLIGATIONS PROVIDED IN THE RELEVANT INTELLECTUAL PROPERTY RIGHTS LICENSING
AGREEMENTS.
(O)
APPENDIX 4.2(O) SETS FORTH, BY REFERENCE