OF ITS PRODUCTS DIRECTLY OR INDIRECTLY IN NORTH AMERICA (CANADA, THE UNITED
STATES OF AMERICA AND MEXICO, WHICH INCLUDES ANY OFFSHORE DRILLING WITHIN THE
TERRITORIAL WATERS OF SUCH COUNTRIES) EXCEPT AS DISCLOSED IN APPENDIX 4.2 (DD)
AS ATTACHED HERETO.
(EE)
IMMEDIATELY PRIOR TO THE MERGER, HENGYANG STEEL
TUBE HAS NOT ENTERED INTO ANY WRITTEN OR ORAL AGREEMENTS OR UNDERSTANDINGS WITH
THIRD PARTIES RELATING TO THE DIRECT OR INDIRECT MARKETING OR DISTRIBUTION OF
HENGYANG STEEL TUBE PRODUCTS, EXCEPT AS SET FORTH ON APPENDIX 4.2(EE).
(FF)
NO REPRESENTATION OR WARRANTY OF VALIN MPM
OR THE CHINESE PARTIES CONTAINED IN THIS AGREEMENT AND NO WRITTEN STATEMENT MADE
BY OR ON BEHALF OF VALIN MPM OR A CHINESE PARTY TO STAR CHINA OR ANY OF ITS
AFFILIATES PURSUANT TO THIS AGREEMENT CONTAINS AN UNTRUE STATEMENT OF A MATERIAL
FACT OR
20
OMITS TO STATE A MATERIAL FACT
NECESSARY TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN NOT MISLEADING.
THERE ARE NO FACTS WHICH VALIN MPM OR THE CHINESE PARTIES HAVE NOT DISCLOSED TO
STAR CHINA IN WRITING WHICH COULD, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY
BE EXPECTED TO HAVE A MATERIAL IMPACT ON VALIN MPM.
4.3
STAR CHINA REPRESENTS AND WARRANTS TO VALIN
MPM AND THE CHINESE PARTIES AS OF THE DATE HEREOF AND THE FUNDING DATE AS
FOLLOWS:
(A)
IT IS A LEGALLY ESTABLISHED AND LAWFULLY
EXISTING CORPORATION UNDER THE LAWS OF THE CAYMAN ISLANDS.
(B)
IT HAS OBTAINED ALL NECESSARY INTERNAL AND
EXTERNAL GOVERNMENTAL APPROVALS OR AUTHORIZATIONS, AND HAS FULL LEGAL RIGHT,
POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS
HEREUNDER.
(C)
IT WILL MAKE PAYMENT OF THE CAPITAL
INCREASE IN ACCORDANCE WITH ARTICLE 2 OF THIS AGREEMENT.
(D)
TO THE EXTENT REASONABLE AND NOT UNDULY
ONEROUS TO STAR CHINA , IT WILL HANDLE OR ASSIST THE CHINESE PARTIES AND THE JV
COMPANY IN HANDLING THOSE PROCEDURES, INCLUDING BUT WITHOUT LIMITATION THOSE
WHICH ARE SET FORTH ON APPENDIX 4.4(D), THAT ARE NECESSARY TO EFFECT THE CAPITAL
INCREASE UNDER PRC LAW.
(E)
THIS AGREEMENT CONSTITUTES A LEGAL, VALID
AND BINDING OBLIGATION FOR IT. THE EXECUTION AND DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY IT, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE FULFILMENT BY IT OF THE TERMS, CONDITIONS AND PROVISIONS
HEREOF WILL NOT: CONTRAVENE OR VIOLATE OR RESULT IN THE BREACH OF (I) ANY
OBLIGATIONS OF IT OR OF ANY APPLICABLE LAWS, (II) ANY JUDGMENT, ORDER, WRIT,
INJUNCTION OR DECREE OF ANY COURT OR OF ANY GOVERNMENTAL OFFICIAL, AGENCY OR
DEPARTMENT, OR (III) THE CHARTER AND THE PROVISIONS OF ANY MATERIAL AGREEMENT,
ARRANGEMENT OR UNDERSTANDING TO WHICH IT IS A PARTY TO THE SAME OR BY WHICH IT
IS BOUND.
(F)
EACH OF THE INDIVIDUALS WHO ARE TO
EXECUTE THIS AGREEMENT ON BEHALF OF IT HAS OBTAINED THE NECESSARY AUTHORIZATION
FOR THE EXECUTION OF SUCH DOCUMENT.
(G)
IT HAS PREPARED SUFFICIENT CAPITAL OR MADE
ADEQUATE FINANCIAL ARRANGEMENT FOR THE COMPLETION OF THIS TRANSACTION, AND SUCH
ARRANGEMENTS ARE SUFFICIENT FOR FULFILLING ITS CONTRIBUTION OBLIGATIONS