Crucial 2012 Annual Report Download - page 128

[*] 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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ARTICLE VII
TERMINATION OF AGREEMENT
7.1 Termination. This Agreement may not be terminated prior to the Closing, except as
follows:
(a) by mutual agreement of Micron and Powerchip;
(b) by Micron upon written notice to Powerchip, if an Insolvency Event with respect to
the Company or any Seller occurs;
(c) in the event the Sponsor Agreement terminates in accordance with its terms prior to
the Sponsor Agreement Closing, this Agreement will terminate automatically;
(d) by Micron, (i) if any of the representations and warranties of any of the Sellers set
forth in this Agreement was not true and correct when made or shall have become untrue or incorrect,
which failure to be true and correct would give rise to a failure of the closing condition in Section 6.2(a) or
(ii) there shall have been a breach or failure to perform or comply with any of the agreements, covenants
or obligations set forth in this Agreement on the part of the any Seller, which breach or failure would give
rise to a failure of the closing condition in Section 6.2(b); provided that, in each case of (i) or (ii) (A) the
failure to be true and correct, or the breach or failure to perform or comply, is not cured within twenty (20)
Business Days after Micron has notified Powerchip in writing of its intent to terminate this Agreement
pursuant to this Section 7.1(d) or which by its nature cannot be cured and, at (B) the time of such notice,
neither Micron nor Buyer is in breach of this Agreement in any material respect;
(e) by Powerchip, (i) if any of the representations and warranties of Micron or Buyer
set forth in this Agreement was not true and correct when made or shall have become untrue or incorrect,
which failure to be true and correct would give rise to a failure of the closing condition in Section 6.3(a) or
(ii) there shall have been a breach or failure to perform or comply with any of the agreements, covenants
or obligations set forth in this Agreement on the part of Micron or Buyer, which breach or failure would
give rise to a failure of the closing condition in Section 6.3(b); provided that, in each case of (i) or (ii), (A)
the failure to be true and correct, or the breach or failure to perform or comply, is not cured within twenty
(20) Business Days after Powerchip has notified Micron in writing of its intent to terminate this
Agreement pursuant to this Section 7.1(e) or which by its nature cannot be cured and (B) at the time of
such notice, neither Powerchip nor any other Seller is in breach of this Agreement in any material respect;
(f) by either Micron or Powerchip if any Governmental Authority (A) shall have
enacted, issued, promulgated, entered, enforced or deemed applicable to any of the transactions
contemplated by this Agreement any Law that is in effect and has the effect of making the consummation
of any of the transactions contemplated by this Agreement illegal or which has the effect of prohibiting or
otherwise preventing the consummation of any of the transactions contemplated by this Agreement, (B)
shall have issued or granted any Order that is in effect and has the effect of making any of the transactions