Crucial 2012 Annual Report Download - page 127

[*] 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.
-23-
(p) [*]
(q) Certificate. Micron shall have received from each Seller a certificate dated as of
the Closing Date, executed by a duly authorized executive officer of such Seller (for each entity Seller) or
by the Seller (if an individual), to the effect that the conditions set forth in Section 6.2(a) (with respect to
the representations and warranties of such Seller), Section 6.2(b) (with respect to the agreements,
covenants and obligations of such Seller) and Section 6.2(d) (with respect to an Insolvency Event of such
Seller) have been satisfied.
6.3 Conditions to Sellers' Obligations. The obligation of Sellers to consummate the Share
Purchase at the Closing is further subject to the fulfillment on or prior to the Closing Date of the following
conditions, any of which may be waived in whole or in part by Powerchip in its sole discretion:
(a) Accuracy of Representations and Warranties. The representations and warranties of
Micron and Buyer shall have been true and correct in all material respects when made and shall be true
and correct in all material respects at the Closing as if made at the Closing (except for any representations
and warranties that are expressly made as of a specific date, which shall be true and correct in all material
respects as of such date).
(b) Covenants. Each of Micron and Buyer shall have performed and complied in all
material respects with each agreement, covenant and obligation that Micron or Buyer, as the case may be,
is required to so perform or comply with under this Agreement at or prior to the Closing.
(c) Certificate. Powerchip shall have received from Micron a certificate dated as of
the Closing Date, executed by a duly authorized executive officer of Micron, to the effect that the
conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied.
(d) [*]
(e) New Licenses. [*] Elpida shall have executed and delivered the New Licenses.