Tesla 2011 Annual Report Download - page 172

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CONFIDENTIAL TREATMENT REQUESTED BY TESLA MOTORS, INC.
TESLA AND TMC CONFIDENTIAL INFORMATION
EXECUTION VERSION
(b) Termination for Cause
. This Agreement may be terminated by a Party for cause immediately upon the occurrence of and in accordance
with the following:
(i) Insolvency Event . Either Party may terminate this Agreement by delivering written notice to the other Party upon the occurrence
of any of the following events: (1) a receiver is appointed for the other Party or its property; (2) the other Party makes a general assignment for
the benefit of its creditors; (3) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or
debtor’s relief law, which proceedings are not dismissed within sixty (60) calendar days; or (4) the other Party is liquidated or dissolved.
(ii) Default
. Either Party may terminate this Agreement effective upon written notice to the other Party if the other Party violates any
covenant, agreement, representation or warranty contained herein in any material respect or defaults or fails to perform any of its obligations or
agreements hereunder in any material respect, which violation, default or failure is not cured within thirty (30) calendar days after written notice
thereof from the non-defaulting Party stating its intention to terminate this Agreement by reason thereof.
(c) Termination for Convenience . Any time beginning on May 1, 2011, TMC may terminate this Agreement effective upon written notice
to Tesla at any time by bearing all reasonable, actual and documented development costs incurred by Tesla up to such point less Fees already
paid by TMC pursuant to Section 5, and upon such termination, Tesla shall deliver all in-development products to TMC.
(d) Survival of Rights and Obligations Upon Termination . Sections 1, 2(i), 3, 4(b), 4(c), 4(d), 5 (but solely for payments accrued as of the
date of termination), 6, 7, 8, 9, 10(d), and 11 shall survive termination or expiration of this Agreement.
11. MISCELLANEOUS
(a) Force Majeure
. Except with regard to the payment of money, neither Party shall be responsible for any delays caused by acts of God or
any other cause beyond its reasonable control, including but not limited to such things as strikes, riots, acts of war, material shortages, restricting
legislation, embargo, blockage, work stoppage, major outage of a public communications carrier, etc. Any delay caused by one Party which
affects the other Party’s ability to perform its obligations according to the terms of this Agreement shall extend the non-delaying Party’s
obligation to perform by the same number of calendar days by which the delaying Party delayed in performing its obligations.
(b) Further Assurances . Each Party agrees to cooperate fully with the other Party and to execute such further instruments, documents and
agreements and to give such further written assurances, as may be reasonably requested by the other Party, to better evidence and reflect the
transactions described in and contemplated by this Agreement, and to carry into effect the intents and purposes of this Agreement.
-20-
***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.