Crucial 2012 Annual Report Download - page 115

[*] 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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of its Subsidiaries, on the one hand, and any Seller or any of its Affiliates, on the other hand, other than
claims for overdue amounts owed by Powerchip to the Company or Elpida; or (b) knowledge of any
currently existing facts or circumstances that would reasonably be expected to give rise to a dispute
described in clause (a).
3.9 Solvency. No Seller is entering into this Agreement or agreeing to perform its obligations
hereunder, including consummating the Share Purchase, with the actual intent to hinder, delay or defraud
any of its present or future creditors. Each Seller will, after giving effect to the Share Purchase, be Solvent
at and immediately after the Closing. There has not occurred an Insolvency Event with respect to any
Seller.
3.10 Consideration; Opinion. The Consideration to be paid at the Closing for the
Unencumbered Sellers' Shares constitutes reasonably equivalent value for such shares. On or prior to the
date of this Agreement, the Sellers have received a fairness opinion from PwC that the Consideration
constitutes reasonably equivalent value for the Unencumbered Sellers' Shares to be sold at the Closing,
and has allowed Micron to review a copy thereof.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF MICRON AND BUYER
Micron and Buyer hereby represent and warrant to the Sellers that:
4.1 Due Incorporation and Authority.
(a) Micron is a corporation duly organized, validly existing and in good standing under
the Laws of the State of Delaware. Micron has the requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as currently conducted.
(b) Buyer has been duly organized and is validly existing as a private company with
limited liability (besloten vennootschap met beperkte aansprakelijkheid) and in good standing (to the
extent such concept is applicable) under the Laws of The Netherlands. Buyer has the requisite power and
authority to own, lease and operate its properties and to carry on its business as currently conducted.
4.2 Authority and Enforceability. Micron and Buyer each has all requisite power and authority
to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement by each of Micron and
Buyer, the performance of Micron's and Buyer's obligations hereunder and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary action on the part of each of
Micron and Buyer. This Agreement has been duly executed and delivered by each of Micron and Buyer,
and constitutes the legal, valid and binding obligation of each of Micron and Buyer, enforceable against
each of Micron and Buyer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or similar Laws, Laws of general applicability relating to or affecting
creditors' rights and to general equity principles.