BY ANY PARTY MORE THAN SIX MONTHS FROM THE DATE
HEREOF; AND
(XV)
CONTRACTS THAT ARE OTHERWISE MATERIAL TO VALIN MPM.
Each of the Material Contracts is in full force and effect and is the legal,
valid and binding obligation of Valin MPM and of the other parties thereto,
enforceable against each of them in accordance with its terms and, upon
consummation of the transactions contemplated by this Agreement, shall, except
as otherwise stated in Appendix 4.2(o), continue in full force and effect
without penalty or other adverse consequence.
Valin MPM is not in default under
any Material Contract, nor, to the Knowledge of Valin MPM or the Chinese
Parties, is any other party to any Material Contract in breach of or default
thereunder, and no event has occurred that with the lapse of time or the giving
of notice or both would constitute a breach or default by Valin MPM or any other
party thereunder.
No party to any of the Material Contracts has exercised any
termination rights with respect thereto, and no party has given notice of any
significant dispute with respect to any
Material Contract.
Valin MPM has
delivered to Star China true, correct and complete copies of all of the Material
Contracts, together with all amendments, modifications or supplements thereto.
(P)
ATTACHED AS APPENDIX 4.2(P) IS A LIST OF ALL
MATERIAL BENEFITS THAT THE JV COMPANY WILL BE REQUIRED TO PROVIDE TO ITS
EMPLOYEES ON AN ONGOING BASIS IN ACCORDANCE WITH CONTRACTS ENTERED INTO WITH
SUCH EMPLOYEES OR IN ACCORDANCE WITH APPLICABLE PRC LAW.
(Q)
EXCEPT AS SET FORTH IN APPENDIX 4.2(Q),
THERE IS NO LEGAL PROCEEDING PENDING OR, TO THE KNOWLEDGE OF VALIN MPM,
THREATENED AGAINST VALIN MPM (OR TO THE KNOWLEDGE OF VALIN MPM OR THE CHINESE
PARTIES, PENDING OR THREATENED, AGAINST ANY OF THE OFFICERS, DIRECTORS OR
EMPLOYEES OF VALIN MPM WITH RESPECT TO THEIR BUSINESS ACTIVITIES ON BEHALF OF
VALIN MPM), OR TO WHICH VALIN MPM IS OTHERWISE A PARTY BEFORE ANY GOVERNMENTAL
BODY; NOR TO THE KNOWLEDGE OF VALIN MPM NOR THE CHINESE PARTIES IS THERE ANY
REASONABLE BASIS FOR ANY SUCH LEGAL PROCEEDING.
EXCEPT AS SET FORTH ON APPENDIX
4.2(Q), VALIN MPM IS NOT SUBJECT TO ANY EFFECTIVE ORDER TO WHICH IT IS A PARTY
THAT HAS NOT BEEN FULLY PERFORMED, NOR IS IT IN BREACH OR VIOLATION OF SUCH
17
ORDER.
EXCEPT AS SET FORTH ON
APPENDIX 4.2(Q), VALIN MPM IS NOT ENGAGED IN ANY LEGAL ACTION TO RECOVER MONIES
DUE IT OR FOR DAMAGES SUSTAINED BY IT.
THERE ARE NO LEGAL PROCEEDINGS PENDING
OR, TO THE KNOWLEDGE OF VALIN MPM OR THE CHINESE PARTIES, THREATENED AGAINST
VALIN MPM OR TO WHICH VALIN MPM IS OTHERWISE A PARTY RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(R)
VALIN MPM HAS INSURANCE POLICIES IN FULL
FORCE AND EFFECT (A) FOR SUCH AMOUNTS AS ARE SUFFICIENT FOR ALL REQUIREMENTS OF
PRC LAW AND INSURANCE RELATED PROVISIONS OF AGREEMENTS REQUIRING INSURANCE
POLICIES TO BE TAKEN OUT TO WHICH VALIN MPM