Crucial 2011 Annual Report Download - page 123

6. Representations, Warranties and Agreements :
(a) In addition to the representations, warranties and agreements in the Agreement and those contained elsewhere herein, Counterparty
represents and warrants to and for the benefit of, and agrees with, Dealer as follows:
(i) On the Trade Date (A) none of Counterparty and its officers and directors is aware of any material nonpublic information
regarding Counterparty or the Shares and (B) all reports and other documents filed by Counterparty with the Securities and Exchange
Commission pursuant to the Exchange Act when considered as a whole (with the more recent such reports and documents deemed to
amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material
fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading.
(ii) Counterparty intends the Transaction to qualify as an equity instrument for purposes of EITF Issue No. 00-
19 and for
purposes of U.S. Generally Accepted Accounting Principles (“ GAAP ”).
Without limiting the generality of Section 13.1 of the Equity
Definitions, Counterparty acknowledges that Dealer is not making any representations or warranties with respect to the treatment of the
Transaction under any accounting standards including, without limitation, ASC Topic 260, Earnings Per Share
, ASC Topic 815,
Derivatives and Hedging , ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging
–
Contracts in Entity’s Own Equity (or any successor issue statements) or under FASB’s Liabilities & Equity Project.
9
Attn: Treasurer
Telephone: [phone]
Facsimile: [phone]
With a copy to:
To: Micron Technology, Inc.
8000 South Federal Way
Boise, Idaho 83716
Attn: General Counsel
Telephone: [phone]
Facsimile: [phone]
and
To: Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
Attn: John A. Fore, Esq.
Telephone: [phone]
Facsimile: [phone]
(b) Address for notices or communications to Dealer:
To: [_____________]
[_____________]
[_____________]
[_____________]
Attn: [_____________]
Telephone: [_____________]
Facsimile: [_____________]
Email: [_____________]