Common use of Transfer of Assets and Liabilities Clause in Contracts

Transfer of Assets and Liabilities. 3.1 In the process of streamlining of the corporate structure and rationalization of manpower, the office facilities which become excessive or assets with low return shall be transferred by HARC, First Supply and Second Supply to Farming Bureau together with the corresponding liabilities. The parties involved shall enter into a separate agreement to govern the transfer of assets, liabilities and staff. A sample of the "Assets and Staff Transfer Agreement" is shown as an Exhibit. 3.2 All parties in this Agreement shall ensure that the transfer of assets and liabilities, as shown in the Statement of Assets and Liabilities, to Farming Bureau pursuant to the Assets and Staff Transfer Agreement entered into between the Transferors and Farming Bureau will follow all the legal procedures. Farming Bureau shall acquire all the assets and assume all liabilities transferred. 3.3 Apart from the assumption of the responsibilities and obligations of the liabilities corresponding to the assets transferred, Farming Bureau shall not bear any other responsibilities and obligations that arises before the transfer and which should be borne by the Transferors. 3.4 The transfer methods for all kinds of assets and liabilities shall follow all the legal procedures and comply with all legal requirements. 3.5 The value of the net assets transferred shall be based on the fair value as of the Base Date. Those fair values shall be determined by an independent valuers jointly employed by the parties in this Agreement. 3.6 Farming Bureau shall be responsible for the recovery of all the accounts receivable. If necessary, the Transferors shall provide any assistance and records for the collection of the accounts receivable. All the costs and expenses incurred thereon by the Transferors shall be borne by Farming Bureau. 3.7 Except for those disputes which have already been disclosed to Farming Bureau, the Transferors shall be responsible for all the losses and expenses for any disputes with third parties on the rights of ownership of the transferred assets, if the disputes are related to the events occurred and conditions existing before the Base Date which the Farming Bureau are not accountable. Any such losses incurred by Farming Bureau thereon shall also be compensated by the Transferors. If the disputes are related to the events occurred after the Base Date which are not the responsibilities of HARC, then Farming Bureau shall be solely accountable and should bear all the expenses and losses incurred thereon. 3.8 Except for those mortgages and rights of lien which have already been disclosed to Farming Bureau, the Transferors shall bear all the expenses and losses incurred resulting from claims of any mortgages or rights of lien on the transferred assets by third parties and if these mortgages or rights of lien were created before the Base Date. Any expenses and losses incurred by Farming Bureau thereon shall also be compensated by the Transferors. If the mortgages or rights of lien on the transferred assets are created after the Base Date, Farming Bureau shall bear all the expenses and losses incurred thereon. 3.9 The Transferors shall not warrant the quality of any tangible assets transferred, including but not limit to, fixed assets, consumable stores, etc.. For those assets which are specificially excluded by Farming Bureau before the Assets and Staff Transfer Agreement becomes effective, they shall be handled separately by mutual agreement of the parties involved. 3.10 Any losses resulting from litigations or government actions on the assets transferred shall be borne by Farming Bureau if the results of such litigations and actions are not yet finalized before the Base Date. For those assets which are specifically excluded by Farming Bureau before the Assets and Staff Transfer Agreement becomes effective, they shall be handled separately by mutual agreement of the parties. 3.11 Notwithstanding other provisions in this Agreement, the bank loans owed by the Transferors to the banks and the amounts owed by Farming Bureau's subsidiary farms to the Transferors shall be transferred as follows: the amounts receivable from the subsidiary farms and related companies of Farming Bureau shall be transferred to Farming Bureau on the Effective Date. Farming Bureau shall be responsible to procure the consent of the banks for the transfer of the bank loans no later than March 31, 1997. Before the bank loans are formally transferred to Farming Bureau, Farming Bureau shall be responsible for the repayment of the principal outstanding and all the bank interest incurred commencing from the Base Date. Any amount received or receivable from the subsidiary farms by the Transferors after the Base Date shall belong to Farming Bureau. The outstanding amount of the bank loans shall be used to reduce the amounts payable by Farming Bureau to the Transferors when the bank loans are formally transferred. 3.12 Farming Bureau represents and warrants to the Transferors that Farming Bureau clearly understands and has carried out its own assessment to the conditions and risks with respect to the assets and liablities to be transferred by the Transferors pursuant to this Agreement. Farming Bureau convenants to the Transferors that Farming Bureau shall bear all the rights, rewards, risks and obligations of ownership of the transferred assets and the corresponding liabilities immediately after the Base Date. Farming Bureau shall not tender any claims and requests for

Transfer of Assets and Liabilities. 3.1 In 1.1 According to the process provisions of streamlining of the corporate structure and rationalization of manpowerthis Agreement, the office facilities which become excessive or assets with low return shall be transferred by HARC, First Supply and Second Supply to Farming Bureau together with the corresponding liabilities. The parties involved shall enter into a separate agreement to govern the transfer of assets, liabilities and staff. A sample of the "Assets and Staff Transfer Agreement" is shown as an Exhibit. 3.2 All parties in this Agreement shall ensure that fulfill their respective obligations and responsibilities. The Transferors shall transfer the transfer of assets and liabilities, liabilities as shown in the Statement of Assets and Liabilities, Liabilities to Farming Bureau pursuant to Party A as of the Assets and Staff Transfer Agreement entered into between the Transferors and Farming Bureau will follow all the legal proceduresEffective Date. Farming Bureau Party A shall acquire all purchase the assets and assume the corresponding liabilities as of the Effective Date and shall bear all liabilities transferredthe responsibilities and obligations inherent to the transfer since then. 3.3 1.2 Apart from the assumption of the responsibilities and obligations of the liabilities corresponding to the assets transferred, Farming Bureau Party A shall not bear any other responsibilities and obligations that arises before the transfer and which should be borne by the Transferors. 3.4 1.3 The transfer methods for all kinds of assets and liabilities shall should follow all the legal procedures and comply with all legal requirementsprocedures. 3.5 1.4 The value of the net assets transferred shall be based on the fair value as of the Base Date. Those fair values shall be determined by an independent valuers valuer jointly employed by the parties in to this Agreement. 3.6 Farming Bureau 1.5 Party A shall be responsible for the recovery of all the accounts receivable. If necessary, the Transferors shall provide any assistance and records for the collection of the accounts receivable. All the costs and expenses incurred thereon by the Transferors shall be borne by Farming Bureau.Party A. 3.7 1.6 Except for those disputes which have already been disclosed to Farming BureauParty A, the Transferors shall be responsible for all the losses and expenses for any disputes with third parties on the rights of ownership of the transferred assets, if the disputes are related to the events occurred and conditions existing before the Base Date which the Farming Bureau Party A are not accountable. Any such losses incurred by Farming Bureau Party A thereon shall also be compensated by the Transferors. If the disputes are related to the events occurred after the Base Date which are not the responsibilities of HARCthe Transferors, then Farming Bureau Party A shall be solely accountable and should bear all the expenses and losses incurred thereon. 3.8 1.7 Except for those mortgages and rights of lien which have already been disclosed to Farming BureauParty A, the Transferors shall bear all the expenses and losses incurred resulting from claims of any mortgages or rights of lien on the transferred assets by third parties and if these mortgages or rights of lien were created before the Base Date. Any expenses and losses incurred by Farming Bureau Party A thereon shall also be compensated by the Transferors. If the mortgages or rights of lien on the transferred assets are created after the Base Date, Farming Bureau Party A shall bear all the expenses and losses incurred thereon. 3.9 1.8 The Transferors shall not warrant to Party A the quality of any tangible assets transferred, including but not limit to, fixed assets, consumable stores, etc.. For those assets which are specificially specifically excluded by Farming Bureau Party A before the Assets and Staff Transfer this Agreement becomes effective, they shall be handled separately by mutual agreement of the parties involved. 3.10 1.9 Any losses resulting from litigations or government actions on the assets transferred shall be borne by Farming Bureau Party A if the results of such litigations and actions are not yet finalized before the Base Date. For those assets which are specifically excluded by Farming Bureau Party A before the Assets and Staff Transfer this Agreement becomes effective, they shall be handled separately by mutual agreement of the parties. 3.11 1.10 Notwithstanding other provisions in this Agreement, the bank loans owed by the Transferors to the banks and the amounts owed by Farming BureauParty A's subsidiary farms to the Transferors shall be transferred as follows: the amounts receivable from the subsidiary farms and related companies of Farming Bureau Party A shall be transferred to Farming Bureau Party A on the Effective Base Date. Farming Bureau Party A shall be responsible to procure the consent of the banks for the transfer of the bank loans no later than March 31, 1997. Before the bank loans are formally transferred to Farming BureauParty A, Farming Bureau Party A shall be responsible for the repayment of the principal outstanding and all the bank interest incurred commencing from the Base Date. Any amount received or receivable from the subsidiary farms and related conpanies by the Transferors after the Base Date shall belong to Farming Bureau. Party A. The outstanding amount of the bank loans shall be used to reduce the amounts payable by Farming Bureau Party A to the Transferors when the bank loans are formally transferred. 3.12 1.11 Farming Bureau represents and warrants to the Transferors that Farming Bureau clearly understands and has carried out its own assessment to the conditions and risks with respect to the assets and liablities to be transferred by the Transferors pursuant to this Agreement. Farming Bureau convenants to the Transferors that Farming Bureau shall bear all the rights, rewards, risks and obligations of ownership of the transferred assets and the corresponding liabilities immediately after the Base Date. Farming Bureau shall not tender any claims and requests forfor compensation with respect to any changes in the conditions and risks of the transferred assets and liabilities that may arise after the Base Date.

Transfer of Assets and Liabilities. 3.1 In 1.1 According to the process provisions of streamlining of the corporate structure and rationalization of manpowerthis Agreement, the office facilities which become excessive or assets with low return shall be transferred by HARC, First Supply and Second Supply parties to Farming Bureau together with the corresponding liabilities. The parties involved shall enter into a separate agreement to govern the transfer of assets, liabilities and staff. A sample of the "Assets and Staff Transfer Agreement" is shown as an Exhibit. 3.2 All parties in this Agreement shall ensure that fulfill their respective obligations. The Transferors shall transfer the transfer of assets Assets and liabilities, Liabilities as shown in the Statement of Assets and Liabilities to Party A as of the Effective Date. Party A shall thereafter assumes the rewards of ownership of the Assets and bears the Liabilities, to Farming Bureau pursuant Responsibilities and Obligations associated with the transfer of Assets. 1.2 Except for the Liabilities, Responsibilities and Obligations that are directly corresponded to the Assets and Staff Transfer Agreement entered into between the Transferors and Farming Bureau will follow all the legal procedures. Farming Bureau shall acquire all the assets and assume all liabilities transferred. 3.3 Apart from the assumption of the responsibilities and obligations of the liabilities corresponding to the assets transferred, Farming Bureau Party A shall not bear be responsible for any other liabilities, responsibilities and obligations that arises before the transfer and which should shall be borne by the Transferors. 3.4 1.3 The transfer methods for all kinds of assets Assets and liabilities Liabilities shall follow all comply with the legal procedures and comply with all legal requirementsprocedures. 3.5 1.4 The value transfer price of the net assets transferred shall be based on the book value or fair value of net assets transferred as of the Base Date, whichever is the lower. Those fair values shall be determined by an independent valuers valuer jointly employed by the parties in to this Agreement. 3.6 Farming Bureau 1.5 Party A shall be responsible for the recovery of all the accounts receivableAccounts Receivable. If necessary, the The Transferors shall provide any all necessary assistance and records for the collection of Accounts Receivable on the accounts receivable. All the condition that all costs and expenses incurred thereon by the Transferors shall be borne by Farming Bureau.Party A. 3.7 1.6 Except for those disputes the contents which have already been disclosed to Farming BureauParty A, the Transferors shall be responsible for all the losses and expenses for arising from any disputes on the assets right with any third parties on the rights of ownership of the transferred assets, if the disputes are related relate to the events occurred and conditions existing that have already existed before the Base Date which the Farming Bureau are and Party A shall not accountablebe responsible for. Any such losses incurred by Farming Bureau Party A thereon shall also be compensated by the Transferors. If the disputes are related to arising from the events occurred that occur after the Base Date which are and the Transferors shall not the responsibilities of HARCbe responsible for, then Farming Bureau Party A shall be solely accountable and should bear all the expenses and losses incurred thereon. 3.8 1.7 Except for those mortgages and rights of lien the contents which have already been disclosed to Farming BureauParty A, the Transferors shall bear all the expenses and losses incurred resulting arising from claims of any mortgages or rights of lien on the transferred assets by any third parties and if these mortgages or rights of lien were created have already existed before the Base DateDate and the Party A shall not be responsible for. Any expenses and losses incurred by Farming Bureau Party A thereon shall also be compensated by the Transferors. If the mortgages or rights of lien on the transferred assets are created after the Base DateDate and the Transferors shall not be responsible for, Farming Bureau Party A shall bear all the expenses and losses incurred thereon. 3.9 1.8 The Transferors shall not warrant the quality of any tangible assets transferred, including but not limit to, fixed Fixed assets, consumable storesInventories, etc.. . For those assets items which are specificially excluded specifically requested by Farming Bureau Party A not to be bound by this provision before the Assets and Staff Transfer this Agreement becomes effective, they shall be handled separately by mutual agreement of the all parties involvedto this Agreement. 3.10 1.9 Any losses or consequences resulting from litigations litigation or government actions on in relation to the assets Assets and Liabilities transferred shall be borne by Farming Bureau Party A if the results of such litigations litigation and government actions are not yet finalized before the Base Date. For those assets items which are specifically excluded requested by Farming Bureau Party A not to be bound by this provision before the Assets and Staff Transfer this Agreement becomes effective, they shall be handled separately by mutual agreement of the partiesall parties to this Agreement. 3.11 1.10 Notwithstanding other provisions in this Agreement, the bank loans owed amounts due by the Transferors to the banks and the amounts owed by Farming BureauParty A's subsidiary farms and related companies to the Transferors shall be transferred as follows: the taken over by Party A. Any amounts receivable received from the Party A's subsidiary farms and related companies of Farming Bureau shall be transferred in relation to Farming Bureau on the Effective Date. Farming Bureau shall be responsible to procure the consent of the banks for the transfer of the bank above loans no later than March 31, 1997. Before the bank loans are formally transferred to Farming Bureau, Farming Bureau shall be responsible for the repayment of the principal outstanding and all the bank interest incurred commencing from the Base Date. Any amount received or receivable from the subsidiary farms by the Transferors after the Base Date shall belong to Farming Bureau. Party A. The outstanding amount of the bank above loans shall be used to reduce set off the amounts payable due by Farming Bureau to the Transferors to Party A or shall be settled in cash when the bank loans are formally transferred.taken over by Party A. 3.12 Farming Bureau 1.11 Party A represents and warrants to the Transferors that Farming Bureau it clearly understands and has carried out its own assessment to assessed the conditions and risks associated with respect to the assets Assets and liablities to be Liabilities transferred by the Transferors pursuant to this AgreementTransferors. Farming Bureau convenants to the Transferors Party A also warrants that Farming Bureau it shall bear all the rights, rewardsreturns, risks and obligations of ownership of associated with the transferred assets and the corresponding liabilities immediately transfer after the Base Date. Farming Bureau After the Base Date, Party A shall not tender any claims and requests forto the Transferors, on the grounds that there is any changes in the conditions or risks on the transferred Assets or Liabilities, or on any matters in relation to the Obligations and Responsibilities associated with the transferred Assets and Liabilities.

Transfer of Assets and Liabilities. 3.1 In 2.1 Party B agrees to transfer to Party A and Party A agrees to receive from Party B the process of streamlining transferred assets and liabilities. 2.2 Both parties hereto agree that Party A shall not pay any cash considerations to Party B for receipt of the corporate structure transferred assets and rationalization of manpowerliabilities as a whole from Party B pursuant to this Agreement. 2.3 Both parties hereto agree that, in case that the prerequisite agreed in article 3.2 herein is fulfilled, the office facilities which become excessive or transferred assets with low return and liabilities shall be owned or borne by Party A since Dec 31, 2003 (the long-term investments in transferred assets and liabilities shall be processed according to article 5.1 herein). 2.4 Based on foresaid article 2.3, for the purpose of transfer of the transferred assets and liabilities, Party A and Party B further agree that: 2.4.1 All rights, interests, responsibilities, obligations, liabilities and any potential or contingent liabilities (if any) under the transferred assets and liabilities shall be enjoyed or borne by HARCParty A; 2.4.2 All rights, First Supply obligations and Second Supply to Farming Bureau together liabilities of Party B under any business contracts and other contracts entered into by Party B with any third party in connection with the corresponding liabilities. The parties involved transferred assets and liabilities shall enter into be succeeded by Party A at the time the transferred assets and liabilities are transferred to Party A; Party A may further arrange its associated affiliates to succeed such contracts without written consent from Party B. Party B shall assist Party A and its associated affiliates with the necessary procedures in changing contract party with a separate agreement to govern related third party (except that it is otherwise agreed in item 2.4.5); 2.4.3 Since the Effective Date, as for any suits, arbitrations, claims or other legal proceedings in connection with the transferred assets and liabilities or related contracts, regardless occurred before or after the Effective Date, Party A shall participate relevant suits, arbitrations or other legal proceedings as litigant and enjoy relevant rights as well as perform relevant obligations; 2.4.4 If any prior authorizations, approvals, permissions, confirmations or exemptions from any third party that are necessary for the transfer of assetstransferred assets and liabilities to Party A fail to complete before the Effective Date, Party A and Party B shall take all necessary actions in accordance with this Agreement to complete such procedures as soon as possible, provided however, all rights, interests, profits and all obligations, losses and claims arising from or in connection with such assets and liabilities shall be assumed by Party A; and staff. Party A sample shall make full and effective compensation for any resultant costs or losses suffered by Party B for any reason; 2.4.5 In consideration of the requirement of the restructuring that after the transferred assets and liabilities has been transferred to Party A, part of the transferred assets and liabilities (such transferred assets and liabilities will be listed in assets evaluation report on assets injected to be submitted to State-owned Assets Supervision and Administration Commission of the State Council, hereinafter referred to as "Assets BACK-INJECTED TRANSFERRED ASSETS AND LIABILITIES") will be injected back into Party B by Party A through assets injection, therefore, Party A and Staff Transfer Agreement" is shown as an ExhibitParty B agree that, the business contracts and other contracts entered into by Party B with third party, which will be resumed by Party B after assets injection, are unnecessary to change contract party with a related third party, provided however, this provision shall not affect or relieve the obligations and responsibilities that shall be undertaken by Party A in accordance with other articles contained herein. 3.2 All parties 2.5 For the transfer of bank loans in the transferred assets and liabilities, Party A further undertakes to Party B that: 2.5.1 Party A shall make every effort and take all necessary actions (including but not limited to signing necessary consent letter to change loan name or entering loan renewal agreement with relevant loan bank) to impel relevant loan bank to issue written consent to transfer the transferred assets and liabilities under this Agreement and waive any guarantee Party B has provided for the bank loan (including but not limited to the security of pledge of right to charge tariff) before the Effective Date; 2.5.2 Party A shall ensure that make every effort and take all necessary actions to obtain before the date of effectiveness all necessary written consents on the transfer of assets and liabilities, as shown in liabilities by Party B to Party A from Netcom Holdings' creditors (including written consent from related loan banks of Netcom Holdings agrees to remove the Statement security of Assets and Liabilities, pledge of right to Farming Bureau pursuant to the Assets and Staff Transfer Agreement entered into between the Transferors and Farming Bureau will follow all the legal procedures. Farming Bureau shall acquire all the assets and assume all liabilities transferredcharge tariff made by Party B for Netcom Holdings' loan). 3.3 Apart from the assumption of the responsibilities and obligations of the liabilities corresponding to the assets transferred, Farming Bureau shall not bear any other responsibilities and obligations that arises before the transfer and which should be borne by the Transferors. 3.4 The transfer methods for all kinds of assets and liabilities shall follow all the legal procedures and comply with all legal requirements. 3.5 The value of the net assets transferred shall be based on the fair value as of the Base Date. Those fair values shall be determined by an independent valuers jointly employed by the parties in this Agreement. 3.6 Farming Bureau shall be responsible for the recovery of all the accounts receivable. If necessary, the Transferors shall provide any assistance and records for the collection of the accounts receivable. All the costs and expenses incurred thereon by the Transferors shall be borne by Farming Bureau. 3.7 Except for those disputes which have already been disclosed to Farming Bureau, the Transferors shall be responsible for all the losses and expenses for any disputes with third parties on the rights of ownership of the transferred assets, if the disputes are related to the events occurred and conditions existing before the Base Date which the Farming Bureau are not accountable. Any such losses incurred by Farming Bureau thereon shall also be compensated by the Transferors. If the disputes are related to the events occurred after the Base Date which are not the responsibilities of HARC, then Farming Bureau shall be solely accountable and should bear all the expenses and losses incurred thereon. 3.8 Except for those mortgages and rights of lien which have already been disclosed to Farming Bureau, the Transferors shall bear all the expenses and losses incurred resulting from claims of any mortgages or rights of lien on the transferred assets by third parties and if these mortgages or rights of lien were created before the Base Date. Any expenses and losses incurred by Farming Bureau thereon shall also be compensated by the Transferors. If the mortgages or rights of lien on the transferred assets are created after the Base Date, Farming Bureau shall bear all the expenses and losses incurred thereon. 3.9 The Transferors shall not warrant the quality of any tangible assets transferred, including but not limit to, fixed assets, consumable stores, etc.. For those assets which are specificially excluded by Farming Bureau before the Assets and Staff Transfer Agreement becomes effective, they shall be handled separately by mutual agreement of the parties involved. 3.10 Any losses resulting from litigations or government actions on the assets transferred shall be borne by Farming Bureau if the results of such litigations and actions are not yet finalized before the Base Date. For those assets which are specifically excluded by Farming Bureau before the Assets and Staff Transfer Agreement becomes effective, they shall be handled separately by mutual agreement of the parties. 3.11 Notwithstanding other provisions in this Agreement, the bank loans owed by the Transferors to the banks and the amounts owed by Farming Bureau's subsidiary farms to the Transferors shall be transferred as follows: the amounts receivable from the subsidiary farms and related companies of Farming Bureau shall be transferred to Farming Bureau on the Effective Date. Farming Bureau shall be responsible to procure the consent of the banks for the transfer of the bank loans no later than March 31, 1997. Before the bank loans are formally transferred to Farming Bureau, Farming Bureau shall be responsible for the repayment of the principal outstanding and all the bank interest incurred commencing from the Base Date. Any amount received or receivable from the subsidiary farms by the Transferors after the Base Date shall belong to Farming Bureau. The outstanding amount of the bank loans shall be used to reduce the amounts payable by Farming Bureau to the Transferors when the bank loans are formally transferred. 3.12 Farming Bureau represents and warrants to the Transferors that Farming Bureau clearly understands and has carried out its own assessment to the conditions and risks with respect to the assets and liablities to be transferred by the Transferors pursuant to this Agreement. Farming Bureau convenants to the Transferors that Farming Bureau shall bear all the rights, rewards, risks and obligations of ownership of the transferred assets and the corresponding liabilities immediately after the Base Date. Farming Bureau shall not tender any claims and requests for

Transfer of Assets and Liabilities. 3.1 In the process of streamlining of the corporate structure and rationalization of manpowerbusiness restructuring, the office facilities which any assets that become excessive or assets after the cessation of businesses together with low return the respective liabilities shall be transferred by HARC, First Supply, Second Supply and Second Supply Sales Centre to Farming Bureau together with Bureau. For this purpose, the corresponding liabilities. The parties involved shall enter into a separate agreement to govern the transfer of assets, liabilities and staff. A sample of the "Assets and Staff Transfer Agreement" is . (shown as an Exhibit). Details of the transferred assets are listed in the Statement of Assets and Liabilities. 3.2 All parties in to this Agreement shall take all legal procedures to ensure that the transfer of assets Assets and liabilitiesStaff Transfer Agreement be signed by the Transferors and Farming Bureau, as and that all Assets and Liabilities shown in the Statement of Assets and Liabilities, to Farming Bureau pursuant which is appended to the Assets and Staff Transfer Agreement entered into between the Transferors and Agreement, be transferred to Farming Bureau will follow all the legal procedures. Farming Bureau shall acquire all the assets and assume all liabilities transferredBureau. 3.3 Apart from Except for the assumption of the responsibilities Liabilities, Responsibilities and obligations of the liabilities corresponding Obligations that are directly corresponded to the assets Assets transferred, Farming Bureau shall not bear be responsible for any other liabilities, responsibilities and obligations that arises have already existed before the transfer and which should shall be borne by the Transferors. 3.4 The transfer methods for all kinds of assets Assets and liabilities Liabilities shall follow all comply with the legal procedures and comply with all legal requirementsrequirements governing the transfer procedures. 3.5 The value of the net assets transferred shall be based on the fair value as of the Base Date. Those fair values shall be determined by an independent valuers jointly employed by the parties in this Agreement. 3.6 Farming Bureau shall be responsible for the recovery of all the accounts receivableAccounts Receivable. If necessary, the The Transferors shall provide any all necessary assistance and records for the collection of Accounts Receivable on the accounts receivable. All the condition that all costs and expenses incurred thereon by the Transferors shall be borne by the Farming Bureau. 3.7 3.6 Except for those disputes the contents which have already been disclosed to Farming Bureau, the Transferors shall be responsible for all the losses and expenses for arising from any disputes on the assets right with the third parties on the rights of ownership of the transferred assets, Assets and Staff Transferred Agreement if the disputes are related relate to the events occurred and conditions existing that have already existed before the Base Date which and the Farming Bureau are shall not accountablebe responsible for. Any such losses incurred by Farming Bureau thereon shall also be compensated by the Transferors. If the disputes are related to arising from the events occurred that occur after the Base Date which are and the Transferors shall not be responsible for, the responsibilities of HARC, then Farming Bureau shall be solely accountable and should bear all the expenses and losses incurred thereon. 3.8 3.7 Except for those mortgages and rights of lien the contents which have already been disclosed to Farming Bureau, the Transferors shall bear all the expenses and losses incurred resulting arising from claims of any mortgages or rights of lien on the transferred assets by the third parties of Assets and Staff Transferred Agreement if these mortgages or rights of lien were created have already existed before the Base DateDate and the Farming Bureau shall not be responsible for. Any expenses and losses incurred by Farming Bureau thereon shall also be compensated by the Transferors. If the mortgages or rights of lien on the transferred assets are created after the Base DateDate and the Transferors shall not be responsible for, the Farming Bureau shall bear all the expenses and losses incurred thereon. 3.9 3.8 The Transferors shall not warrant the quality of any tangible assets transferred, including but not limit to, fixed assetsFixed Assets, consumable storesInventories, etc.. . For those assets items which are specificially excluded specifically requested by the Farming Bureau not to be bound by this provision before the Assets and Staff Transfer Agreement becomes effective, they shall be handled separately by mutual agreement of the all parties involvedto Assets and Staff Transfer Agreement. 3.10 3.9 Any losses or consequences resulting from litigations litigation or government actions on in relation to the assets Assets and Liabilities transferred shall be borne by the Farming Bureau if the results of such litigations litigation and government actions are not yet finalized before the Base Date. For those assets items which are specifically excluded requested by the Farming Bureau not to be bound by this provision before the Assets and Staff Transfer Agreement becomes effective, they shall be handled separately by mutual agreement of the partiesall parties to Assets and Staff Transfer Agreement. 3.11 3.10 Notwithstanding other provisions in this Agreement, the bank loans owed amounts due by the Transferors to the banks and the amounts owed by Farming Bureau's subsidiary farms and related companies to the Transferors shall be transferred as follows: taken over by the Farming Bureau. Any amounts receivable received from the Farming Bureau's subsidiary farms and related companies of Farming Bureau shall be transferred in relation to Farming Bureau on the Effective Date. Farming Bureau shall be responsible to procure the consent of the banks for the transfer of the bank above loans no later than March 31, 1997. Before the bank loans are formally transferred to Farming Bureau, Farming Bureau shall be responsible for the repayment of the principal outstanding and all the bank interest incurred commencing from the Base Date. Any amount received or receivable from the subsidiary farms by the Transferors after the Base Date shall belong to the Farming Bureau. The outstanding amount of the bank above loans shall be used to reduce set off the amounts payable due by the Transferors to the Farming Bureau to the Transferors or shall be settled in cash when the bank loans are formally transferredtaken over by the Farming Bureau. 3.12 3.11 The Farming Bureau represents and warrants to the Transferors that Farming Bureau it clearly understands and has carried out its own assessment to assessed the conditions and risks associated with respect to the assets Assets and liablities to be Liabilities transferred by the Transferors pursuant to this AgreementTransferors. Farming Bureau convenants to the Transferors also warrants that Farming Bureau it shall bear all the rights, rewardsreturns, risks and obligations of ownership of associated with the transferred assets and the corresponding liabilities immediately after the Base Date. After the Base Date, the Farming Bureau shall not tender any claims and requests forto the Transferors, on the grounds that there is any changes in the conditions or risks on the Assets or Liabilities, or on any matters in relation to the Obligations and Responsibilities associated with the Assets and Liabilities.