Crucial 2012 Annual Report Download - page 131

[*] 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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8.3 Entire Agreement. This Agreement and the Confidentiality Agreement constitutes the
entire agreement and understanding between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, written or oral, between the parties with respect to the
subject matter hereof.
8.4 Waivers and Amendments. This Agreement may be amended if, and only if, such
amendment is in writing and signed by each of Micron and Powerchip. Any provision of this Agreement
applicable to Micron, Buyer or the Permitted Designee, if any, may be waived by Micron in writing, and
any provision of this Agreement applicable to any of the Sellers may be waived in writing by Powerchip.
Any amendment or waiver agreed to, or any consent given, in writing (a) by Micron shall be binding on
Micron, Buyer, the Permitted Designee, if any, and their respective successors and assigns, and (b) by
Powerchip shall be binding on Powerchip and all other Sellers and their respective successors and assigns.
No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, nor any
single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the
exercise of any other such right, power or privilege.
8.5 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit
of the parties and their respective successors and assigns. This Agreement is not assignable by any party
without the prior written consent of the other parties, provided, however, that Buyer may assign its rights
to purchase all or any portion of the Sellers' Shares to one or more Permitted Designees.
8.6 Construction. The parties acknowledge and agree that (a) each party and its counsel
reviewed and negotiated the terms and provisions of this Agreement and have contributed to its
preparation, (b) the rule of construction to the effect that any ambiguities are resolved against the drafting
party shall not be employed in the interpretation of this Agreement, and (c) the terms and provisions of
this Agreement shall be construed fairly as to all parties, regardless of which party was generally
responsible for the preparation of this Agreement.
8.7 Specific Performance. The parties agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of
this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.
8.8 Language. The Agreement shall be made and interpreted in the English language. Any
translation hereof into Chinese or any other language shall be used for reference purposes only with no
binding effect.