Crucial 2012 Annual Report Download - page 122

[*] 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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other management body of the Company or any Subsidiaries of the Company to resign from such
positions effective as of the Closing.
5.11 Further Assurances. Subject to the terms and conditions herein provided, each of the
parties hereto agrees to use its reasonable best efforts to take or cause to be taken all actions and to do or
cause to be done all things reasonably necessary, proper or advisable under applicable Laws to
consummate and make effective the transactions contemplated by this Agreement, including executing any
additional instruments necessary to consummate the transactions contemplated hereby. If at any time after
the Closing Date any further action is necessary to carry out the purposes of this Agreement, the proper
officers and directors of each party hereto shall take all such necessary actions.
5.12 Elpida Licenses.
(a) [*] Micron will cause Elpida to enter into [*] the New Licenses at the Closing.
(b) [*]
(c) Micron will cause Elpida to cause the Existing Licenses to be in full force and
effect in accordance with their terms as of immediately following the Closing (it being understood that this
Section 5.12(c) shall not be deemed to amend or modify the terms of such licenses in any way or be a
waiver, release or discharge of any breach by any party of any provision of the Existing Licenses).
5.13 Termination of Certain Rights and Remedies.
(a) Powerchip hereby agrees that, effective as of the Closing, the JVA Rights and
Remedies, the JVA Share Transfer Agreement, and, to the extent still in effect, the JVA, shall automatically
terminate, and Powerchip shall have no further rights, remedies or obligations thereunder or pursuant
thereto. Effective upon such termination, Powerchip (the “Releasor Party”) hereby irrevocably waives
and releases and discharges each other party thereto and its Affiliates, and the shareholders, directors,
officers, employees, trustees, examiners and representatives of such party and their respective Affiliates
(each, a “Released Party”) from and against any and all claims, causes of action, demands, orders,
obligations and rights both at law and in equity, in each case with respect to the JVA Rights and Remedies,
the JVA Share Transfer Agreement and otherwise arising under the JVA, that the Releasor Party has as of
the time of termination, has ever had or at any time could have asserted against any of the Released
Parties, whether in law, equity or otherwise, whether known or unknown, suspected or unsuspected.
(b) Powerchip hereby agrees that, effective as of the Closing, all of Powerchip's rights
to capacity allocation and supply from the Company and any other rights associated with Powerchip's
share ownership in the Company (other than rights generally available to shareholders