FOR ANY TAXES ASSESSED BY ANY TAX AUTHORITY
AGAINST EITHER PARTY ON THE PROVISION OF THE SERVICES AS A WHOLE, OR ON ANY
PARTICULAR SERVICE RECEIVED BY VALIN MPM FROM LONE STAR EXCEPT LONE STAR SHALL
REMAIN RESPONSIBLE FOR ANY TAXES ON LONE STAR'S NET INCOME.
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9.
Representations and Warranties.
9.1
MUTUAL REPRESENTATIONS AND WARRANTIES.
EACH
PARTY REPRESENTS TO THE OTHER PARTY THAT:
(A) AS OF THE DATE HEREOF, THE
REPRESENTING PARTY IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION OF FORMATION AND HAS ALL REQUISITE CORPORATE
POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ALL
OBLIGATIONS REQUIRED BY THIS AGREEMENT; (B) THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT HAS NOT RESULTED AND WILL NOT RESULT (I) IN ANY
VIOLATION OF OR CONFLICT WITH, OR CONSTITUTE A DEFAULT UNDER THE REPRESENTING
PARTY'S ORGANIZATIONAL OR FORMATION DOCUMENTS, OR (II) IN ANY VIOLATION OF OR
CONFLICT WITH, OR CONSTITUTE A MATERIAL DEFAULT UNDER, ANY LEASE, LICENSE,
AGREEMENT,
INSTRUMENT, JUDGMENT, ORDER OR LAW TO WHICH THE REPRESENTING PARTY
IS A PARTY OR OTHERWISE SUBJECT; OR (C) THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY AUTHORIZED BY
ALL NECESSARY ACTION BY THE REPRESENTING PARTY.
EACH PARTY REPRESENTS TO THE
OTHER PARTY THAT THIS AGREEMENT CONSTITUTES A LEGAL, VALID AND BINDING
AGREEMENT, ENFORCEABLE AGAINST THE REPRESENTING PARTY IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT (EXCEPT INSOFAR AS SUCH ENFORCEABILITY MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY, OR BY PRINCIPLES GOVERNING THE
AVAILABILITY OF EQUITABLE REMEDIES).
9.2
DISCLAIMER.
EXCEPT SOLELY AS PROVIDED IN
THIS ARTICLE 9, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY DISCLAIMS
AND EXCLUDES ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF
TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
9.3
VALIN MPM REPRESENTATIONS.
VALIN MPM
REPRESENTS AND WARRANTS THAT IT WILL IMPORT THE LONE STAR TECHNOLOGY IN
ACCORDANCE WITH THE LAWS OF THE PEOPLE'S REPUBLIC OF CHINA.
VALIN MPM FURTHER
AGREES TO RECORD THIS AGREEMENT WITH THE EXAMINATION AND APPROVAL AUTHORITY
("EXAMINATION AND APPROVED AUTHORITIES" SHALL HAVE THE MEANING GIVEN IN THE JV
AGREEMENTS.).
TO THE EXTENT VALIN MPM USES ANY TECHNOLOGY AND/OR INTELLECTUAL
PROPERTY OTHER THAN LONE STAR TECHNOLOGY LICENSED TO VALIN MPM UNDER THIS
AGREEMENT, VALIN MPM REPRESENTS AND WARRANTS THAT IT HAS THE NECESSARY RIGHT,
TITLE AND/OR LICENSE TO USE SUCH TECHNOLOGY AND RELATED INTELLECTUAL PROPERTY IN
CONNECTION WITH THE JV AGREEMENTS AND USE OF SUCH TECHNOLOGY AND INTELLECTUAL
PROPERTY WILL NOT CONFLICT WITH ANY APPLICABLE LAW OR ANY AGREEMENT BETWEEN
VALIN MPM AND ANY THIRD PARTY.
VALIN MPM SHALL HOLD LONE STAR HARMLESS FROM ANY
LOSS, DAMAGES OR CLAIMS RESULTING FROM BREACH OF THE ABOVE REPRESENTATIONS.
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9.4
LONE STAR REPRESENTATIONS.
LONE STAR
REPRESENTS AND WARRANTS THAT IT WILL EXPORT LONE STAR TECHNOLOGY ACCORDING TO
LAWS OF THE UNITED STATES OF