Tesla 2012 Annual Report Download - page 178

Confidential Treatment Requested by Tesla Motors, Inc.
14. Import and Export Requirements.
15. Miscellaneous.
12
given by the non
-
defaulting Party demanding remedy of such default, the non
-
defaulting Party may terminate this Agreement by
giving written notice thereof.
b)
This Agreement may be terminated by either Party effective immediately upon written notice to the other Party upon or after the
filing of a petition by or against the other Party for the reorganization, liquidation, dissolution, or similar relief under any present or
future federal or state statute, law or regulation, or the entry of a decree or order by a court having competent jurisdiction in respect
of any such petition, which decree or order is unstayed and in effect for a period of [***] consecutive days, or the appointment, with
or without the consent of the other Party, of any receiver, liquidator, custodian, assignee, trustee, sequestrator or other similar official
of such Party or of any substantial part of its property, or the making by the other Party of an assignment for the benefit of creditors,
or the admission by the other Party in writing of its inability to pay its debts generally as they become due, or the taking of action by
the other Party in furtherance of any such action.
c)
Except as expressly provided herein, the expiration or termination of this Agreement shall not affect or impair the rights, liabilities
and obligations of either Party to the other Party as provided pursuant to this Agreement existing prior to such expiration or
termination, nor shall such expiration or termination relieve either Party of any obligation or liability accrued under this Agreement
prior to such expiration or termination.
a)
Upon written request from Tesla, Panasonic will provide Tesla with any and all information that may be required to comply with
export laws, including applicable “Export Control Classification Numbers,”
and documentation substantiating U.S. and foreign
regulatory approvals for the Items. All required export information shall be sent to the attention of: Manager, Trade Compliance,
Tesla Motors, 3500 Deer Creek, Palo Alto, CA 94304; or any agent so designated by Tesla in writing.
b)
In case Tesla would export the Items and/or the Finished Products from any country, Tesla shall comply with applicable export
control laws and regulations in such country and export them only after taking adequate proceedings required under such laws and
regulations.
c)
Country of Manufacture
. Items shall be marked with the country of origin as required by the U.S. import laws. Panasonic shall
provide Tesla with a written statement identifying for each Items delivered: (i) the Tesla part number; and (ii) the country of
manufacture.
a)
Assignment
. Neither this Agreement nor any right hereunder shall be assignable and transferable to any third party or parties by
either of the Parties without the prior written consent of the other Party. Tesla may assign this Agreement to a successor in interest
without the prior written consent of Panasonic in connection with a sale of all of the issued and outstanding shares of capital stock of
Tesla or all or substantially all of its
[***]
Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.