Crucial 2012 Annual Report Download - page 114

[*] Certain information in this document has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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requirements under Antitrust Laws in connection with the transactions contemplated by the Sponsor
Agreement and this Agreement, (ii) the applicable foreign investment approvals of the Investment
Commission and, if applicable, filings with the Securities and Futures Bureau and (iii) as contemplated by
Section 6.1(b);
(c) assuming that such consents, approvals and authorizations are received, and such
filings are made and/or notices given, violate any Orders or Laws; or
(d) result in the breach of, or constitute (with or without notice or lapse of time, or
both) a default under, any material Contract to which such Seller is a party or by or to which such Seller or
its Sellers' Shares is bound (and where, in the case of a Contract to which such Seller is a party or by
which it is bound, such breach or default would have a material adverse impact on its ability to perform its
obligations hereunder or consummate the transactions contemplated hereby) or result in the creation of
any Lien on the Sellers' Shares.
3.5 Contracts and Relationships. The Sellers have provided to Micron true and complete
copies of all Contracts between any Seller or any of its Affiliates (excluding the Company and its
Subsidiaries), on the one hand, and the Company and any of its Subsidiaries, on the other hand. Set forth
on Section 3.5 of the Sellers' Disclosure Letter is a description, which is accurate and complete in all
material respects, of: (i) all other ongoing material business or operational relationships between any
Seller or any of its Affiliates (excluding the Company and its Subsidiaries), on the one hand, and the
Company and any of its Subsidiaries, on the other hand, and (ii) the arrangements between Powerchip,
Elpida and/or the Company on the contribution and licensing of intellectual property or technology
between Powerchip and/or any of its Subsidiaries, on the one hand, and Elpida, the Company and/or any
of their respective Subsidiaries, on the other hand.
3.6 Brokers. None of the Sellers nor any of their Affiliates has paid or agreed to pay, or
received any claim with respect to, any brokerage commissions, finders' fees or similar compensation in
connection with the transactions contemplated hereby.
3.7 Legal Proceedings and Orders.
(a) There is no action or proceeding pending or, to the knowledge of any Seller,
threatened at law or in equity, before any court or before or by any Governmental Authority, or by any
other Person, that challenges the validity or enforceability of, or that could reasonably be expected to have
the effect of preventing, delaying, or making illegal, this Agreement or any of the transactions
contemplated hereby.
(b) There is no Order to which any Seller, or to the knowledge of any Seller, to which
the Company, is subject that has or could reasonably be expected to have the effect of preventing,
delaying, or making illegal this Agreement or any of the transactions contemplated hereby.
3.8 Absence of Claims. None of the Sellers has any: (a) knowledge of any currently existing
dispute or claim of any kind, character or nature whatsoever between the Company or any