SanDisk 2004 Annual Report Download - page 93

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8. In the event the delivery of the Property under Paragraph 2 hereof has not been completed within the Delivery Period, the Lessee
and the Lessors shall consult with each other in good faith concerning a possibility to extend the Delivery Period.
Article 5. Prerequisites for Delivery
The obligation of the Lessors to deliver each Unit Component under Article 4 in each Individual Agreement is subject to the
satisfaction of all of the following conditions unless the Lessors notify the Lessee not to require the satisfaction of any of such
conditions prior to the completion of the delivery:
(1) No event has occurred by the Scheduled Delivery Date because of which the Lessors or Lessee expect the change of laws,
administrative orders, or ordinances, or other changes under laws, administrative guidance or tax policy causing the
transaction contemplated in the Relating Agreements to become unlawful, or making the Lessors or Lessee to reasonably
determine it appropriate to cancel or postpone the execution of such transaction for the purpose thereof (provided, however,
that the Lessors or Lessee shall consult with the other parties in advance in addition to other actions such as making a prompt
notice to the other parties in the event the Lessor is aware of the occurrence of any event of this paragraph).
(2) The relevant Unit Component has been purchased by the Lessee from the Property Manufacturer under the Original Purchase
Agreement prior to the Scheduled Delivery Date, and the Lessee acquires the ownership without any Encumbrances (except
for the Approved Encumbrances).
(3) The Unit Component is insured by the effective insurance as of the Scheduled Delivery Date pursuant to Article 19.
(4) No Event of Default has occurred.
(5) No event has occurred for which, as reasonably determined by the Lessors, any Total Loss Event is or will be constituted.
(6) The Relating Agreements in which the Lessors or the Lessee are/is party/parties have been executed and delivered by all
relevant parties, and remain in full force and effect.
(7) The representation and warranty of the Lessee under Article 20 are all true and correct as of the Scheduled Delivery Date
based on the situation on such date.
Article 6. Relevant Documents
1. The Lessee and the Lessors shall, by the execution date of this Agreement or respective Delivery Date, take any procedures
necessary for executing this Agreement and other Relating Agreements and granting authorities necessary for the performance of
the obligations under such agreements, and also submit to each other the Certificates of Seal for the seals affixed on such
agreements (which shall be issued within three (3) months prior to the execution date of each agreement), the Certified Full
Transcript of Corporate Register (which shall be issued within three (3) months prior to the execution date of each agreement), and
the Articles of Incorporation (which shall be effective as of the execution date of this Agreement).
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