AS A RESULT OF THE SALE OF PRODUCTS AND PAYMENTS THEREFORE PROVIDED
HEREIN SHALL BE STATED SEPARATELY ON MICRON'S INVOICE, COLLECTED FROM HE JOINT
VENTURE COMPANY AND SHALL BE REMITTED BY MICRON TO THE APPROPRIATE TAX AUTHORITY
("RECOVERABLE TAXES"), UNLESS THE JOINT VENTURE COMPANY PROVIDES VALID PROOF OF
TAX EXEMPTION. WHEN PROPERTY IS DELIVERED AND/OR SERVICES ARE PROVIDED OR THE
BENEFIT OF SERVICES OCCURS WITHIN JURISDICTIONS IN WHICH COLLECTION AND
REMITTANCE OF TAXES BY THE JOINT VENTURE COMPANY IS REQUIRED BY LAW, MICRON
SHALL HAVE SOLE RESPONSIBILITY FOR PAYMENT OF SAID TAXES TO THE APPROPRIATE TAX
AUTHORITIES. IN THE EVENT SUCH TAXES ARE RECOVERABLE TAXES AND MICRON DOES NOT
COLLECT TAX FROM THE JOINT VENTURE COMPANY OR PAY SUCH TAXES TO THE APPROPRIATE
GOVERNMENTAL ENTITY ON A TIMELY BASIS, AND IS SUBSEQUENTLY AUDITED BY ANY TAX
AUTHORITY, LIABILITY OF THE JOINT VENTURE COMPANY WILL BE LIMITED TO THE TAX
ASSESSMENT FOR SUCH RECOVERABLE TAXES, WITH NO REIMBURSEMENT FOR PENALTY OR
INTEREST CHARGES OR OTHER AMOUNTS INCURRED IN CONNECTION THEREWITH.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TAXES OTHER
6
THAN RECOVERABLE TAXES SHALL NOT BE REIMBURSED BY THE JOINT VENTURE COMPANY, AND
EACH PARTY IS RESPONSIBLE FOR ITS OWN RESPECTIVE INCOME TAXES (INCLUDING
FRANCHISE AND OTHER TAXES BASED ON NET INCOME OR A VARIATION THEREOF), TAXES
BASED UPON GROSS REVENUES OR RECEIPTS, AND TAXES WITH RESPECT TO GENERAL
OVERHEAD, INCLUDING BUT NOT LIMITED TO BUSINESS AND OCCUPATION TAXES, AND SUCH
TAXES SHALL NOT BE RECOVERABLE TAXES.
(B)
WITHHOLDING TAXES.
IN THE EVENT THAT THE JOINT VENTURE COMPANY IS
PROHIBITED BY LAW FROM MAKING PAYMENTS TO MICRON UNLESS THE JOINT VENTURE
COMPANY DEDUCTS OR WITHHOLDS TAXES THEREFROM AND REMITS SUCH TAXES TO THE LOCAL
TAXING JURISDICTION, THEN THE JOINT VENTURE COMPANY SHALL DULY WITHHOLD AND
REMIT SUCH TAXES AND SHALL PAY TO MICRON THE REMAINING NET AMOUNT AFTER THE
TAXES HAVE BEEN WITHHELD.
SUCH TAXES SHALL NOT BE RECOVERABLE TAXES AND THE
JOINT VENTURE COMPANY SHALL NOT REIMBURSE MICRON FOR THE AMOUNT OF SUCH TAXES
WITHHELD.
4.8
INVOICING.
MICRON SHALL INVOICE THE JOINT VENTURE COMPANY ON A
MONTHLY BASIS IN ACCORDANCE WITH THE PRICING PROVIDED IN SCHEDULE 4.6.
ALL
AMOUNTS OWED UNDER THIS AGREEMENT ARE STATED, CALCULATED AND SHALL BE PAID IN
UNITED STATES DOLLARS.
EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, THE
JOINT VENTURE COMPANY SHALL PAY MICRON FOR THE AMOUNTS DUE, OWING, AND DULY
INVOICED UNDER THIS AGREEMENT WITHIN [***] ([***]) DAYS FOLLOWING DELIVERY OF AN
INVOICE THEREFORE TO SUCH PLACE AS MICRON MAY REASONABLY DIRECT THEREIN.
4.9
PAYMENT TO VENDORS.
MICRON SHALL BE RESPONSIBLE FOR AND SHALL
HOLD THE JOINT VENTURE COMPANY HARMLESS FOR ANY AND ALL PAYMENTS TO MICRON'S
VENDORS OR SUPPLIERS UTILIZED IN THE PERFORMANCE OF THIS AGREEMENT.
4.10
DELIVERY, TITLE AND RISK OF LOSS.
THE JOINT VENTURE COMPANY SHALL
HOLD TITLE TO ALL PRIME WAFERS PRIOR TO WAFER START AND ALL WIP AND PROBED
WAFERS THEREAFTER.
MICRON SHALL HOLD RISK OF LOSS OR DAMAGE TO PRIME WAFERS,
WIP AND PROBED WAFERS UNTIL THE PROBED WAFERS