SECTIONS
III - V OF SCHEDULE 4.6 SHALL BE GOVERNED BY SECTION 10.3 AND SECTION V OF
SCHEDULE 4.6.
14
ARTICLE 11
MISCELLANEOUS
11.1
FORCE MAJEURE EVENTS.
THE PARTIES SHALL BE EXCUSED FROM ANY
FAILURE TO PERFORM ANY OBLIGATION HEREUNDER TO THE EXTENT SUCH FAILURE IS CAUSED
BY A FORCE MAJEURE EVENT.
A FORCE MAJEURE EVENT SHALL OPERATE TO EXCUSE A
FAILURE TO PERFORM AN OBLIGATION HEREUNDER ONLY FOR THE PERIOD OF TIME DURING
WHICH THE FORCE MAJEURE EVENT RENDERS PERFORMANCE IMPOSSIBLE OR INFEASIBLE AND
ONLY IF THE PARTY ASSERTING FORCE MAJEURE AS AN EXCUSE FOR ITS FAILURE TO
PERFORM HAS PROVIDED WRITTEN NOTICE TO THE OTHER PARTY SPECIFYING THE OBLIGATION
TO BE EXCUSED AND DESCRIBING THE EVENTS OR CONDITIONS CONSTITUTING THE FORCE
MAJEURE EVENT.
AS USED HEREIN, "FORCE MAJEURE EVENT" MEANS THE OCCURRENCE OF AN
EVENT OR CIRCUMSTANCE BEYOND THE REASONABLE CONTROL OF THE PARTY FAILING TO
PERFORM, INCLUDING, WITHOUT LIMITATION, (A) EXPLOSIONS, FIRES, FLOOD,
EARTHQUAKES, CATASTROPHIC WEATHER CONDITIONS, OR OTHER ELEMENTS OF NATURE OR
ACTS OF GOD; (B) ACTS OF WAR (DECLARED OR UNDECLARED), ACTS OF TERRORISM,
INSURRECTION, RIOTS, CIVIL DISORDERS, REBELLION OR SABOTAGE; (C) ACTS OF
FEDERAL, STATE, LOCAL OR FOREIGN GOVERNMENTAL AUTHORITIES OR COURTS; (D) LABOR
DISPUTES, LOCKOUTS, STRIKES OR OTHER INDUSTRIAL ACTION, WHETHER DIRECT OR
INDIRECT AND WHETHER LAWFUL OR UNLAWFUL; (E) FAILURES OR FLUCTUATIONS IN
ELECTRICAL POWER OR TELECOMMUNICATIONS SERVICE OR EQUIPMENT; AND (F) DELAYS
CAUSED BY THE OTHER PARTY'S NONPERFORMANCE HEREUNDER.
11.2
ASSIGNMENT.
EXCEPT AS OTHERWISE PROVIDED IN THE JOINT VENTURE
DOCUMENTS, NEITHER THIS AGREEMENT NOR ANY RIGHT OR OBLIGATION HEREUNDER MAY BE
ASSIGNED OR DELEGATED BY EITHER PARTY IN WHOLE OR IN PART TO ANY OTHER PERSON,
OTHER THAN A WHOLLY-OWNED SUBSIDIARY OF SUCH PARTY, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE NON-ASSIGNING PARTY.
ANY PURPORTED ASSIGNMENT IN VIOLATION OF
THE PROVISIONS OF THIS SECTION SHALL BE NULL AND VOID AND HAVE NO EFFECT.
THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PERMITTED
SUCCESSORS AND PERMITTED ASSIGNS OF EACH PARTY HERETO.
11.3
COMPLIANCE WITH LAWS AND REGULATIONS.
EACH OF THE PARTIES SHALL
COMPLY WITH, AND SHALL USE REASONABLE EFFORTS TO REQUIRE THAT ITS RESPECTIVE
SUBCONTRACTORS COMPLY WITH, APPLICABLE LAWS RELATING TO THIS AGREEMENT AND THE
PERFORMANCE OF A PARTY'S RIGHTS HEREUNDER.
11.4
NOTICE.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN
WRITING AND SHALL BE DEEMED GIVEN UPON (A) TRANSMITTER'S CONFIRMATION OF A
RECEIPT OF A FACSIMILE TRANSMISSION, (B) CONFIRMED DELIVERY BY A STANDARD
OVERNIGHT CARRIER OR WHEN DELIVERED BY HAND, (C) THE EXPIRATION OF FIVE
(5) BUSINESS DAYS AFTER THE DAY WHEN MAILED IN THE UNITED STATES BY CERTIFIED OR
REGISTERED MAIL, POSTAGE PREPAID, OR (D) DELIVERY IN PERSON, ADDRESSED AT THE
FOLLOWING ADDRESSES (OR AT SUCH OTHER ADDRESS FOR A PARTY AS SHALL BE SPECIFIED
BY LIKE NOTICE):
In the case of the Joint Venture Company:
IM Flash Technologies, LLC
1550 East 3400 North
Lehi, UT 84043
Attention:
David A. Baglee; Rodney Morgan
Facsimile: (801) 767-5370
In the case of Intel:
Intel Corporation