THEIR RESPECTIVE
TANGIBLE PERSONAL OR REAL PROPERTY (WHETHER OWNED OR LEASED), AND EACH PARTY
AGREES TO LOOK ONLY TO THEIR OWN INSURANCE ARRANGEMENTS WITH RESPECT TO SUCH
DAMAGES.
THE JOINT VENTURE COMPANY AND MICRON WAIVE ALL RIGHTS TO RECOVER
AGAINST EACH OTHER, INCLUDING EACH PARTY'S INSURERS' SUBROGATION RIGHTS, IF ANY,
FOR ANY LOSS OR DAMAGE TO THEIR RESPECTIVE TANGIBLE PERSONAL PROPERTY OR REAL
PROPERTY (WHETHER OWNED OR LEASED) FROM ANY CAUSE COVERED BY INSURANCE
MAINTAINED BY EACH OF THEM, INCLUDING THEIR RESPECTIVE DEDUCTIBLES OR
SELF-INSURED RETENTIONS.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF LOSSES
HEREUNDER INVOLVING A PROPERTY, TRANSIT OR CRIME EVENT OR OCCURRENCE THAT:
(I) IS INSURED UNDER MICRON'S INSURANCE POLICIES; (II) A SINGLE INSURANCE
DEDUCTIBLE APPLIES; AND (III) THE LOSS EVENT OR OCCURRENCE AFFECTS THE INSURED
OWNERSHIP OR INSURED LEGAL INTERESTS OF BOTH PARTIES, THEN THE PARTIES SHALL
SHARE THE COST OF THE DEDUCTIBLE IN PROPORTION TO EACH PARTY'S INSURED OWNERSHIP
OR LEGAL INTERESTS IN RELATIVE PROPORTION TO THE TOTAL INSURED OWNERSHIP OR
LEGAL INTERESTS
13
OF THE PARTIES.
ARTICLE 10
TERM AND TERMINATION
10.1
TERM.
THE TERM OF THIS AGREEMENT COMMENCES ON THE EFFECTIVE DATE
AND CONTINUES UNTIL THE EARLIER OF: (I) FIVE (5) YEARS FROM THE EFFECTIVE DATE,
(II) TERMINATION BY MUTUAL AGREEMENT OF THE PARTIES; OR (III) TERMINATION BY
EITHER PARTY PURSUANT TO SECTION 10.3 (SUCH PERIOD OF TIME, THE "TERM").
[***].
IN ADDITION, UPON A [***] PURSUANT TO THE LLC OPERATING AGREEMENT, THE
[***].
NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF SUCH A [***] PURSUANT TO
THE LLC OPERATING AGREEMENT, ALL PAYMENTS [***].
10.2
RENEWAL TERMS.
THE PARTIES MAY EXTEND THE TERM OF THIS AGREEMENT
BEYOND THE EXPIRATION OF THE INITIAL TERM AS SET FORTH IN SECTION 10.1(I) UPON
MUTUAL AGREEMENT.
10.3
TERMINATION FOR CAUSE.
EITHER PARTY MAY TERMINATE THIS AGREEMENT
FOR CAUSE IF THE OTHER PARTY MATERIALLY BREACHES THIS AGREEMENT AND FAILS TO
CURE THE SAME WITHIN ONE HUNDRED EIGHTY (180) DAYS AFTER RECEIPT OF WRITTEN
NOTICE FROM THE NON-BREACHING PARTY. IN THE EVENT THAT THE JOINT VENTURE COMPANY
TERMINATES THE AGREEMENT FOR CAUSE HEREUNDER, THE PROBED WAFER OUTPUT
PERFORMANCE METRIC IN SECTION III-V OF SCHEDULE 4.6 SHALL BE THE JOINT VENTURE
COMPANY'S SOLE REMEDY FOR SUCH TERMINATION.
NOTWITHSTANDING ANY PROVISION TO
THE CONTRARY, IF MICRON TERMINATES THE AGREEMENT FOR CAUSE HEREUNDER, SECTIONS
III-V OF SCHEDULE 4.6 SHALL NOT SURVIVE TERMINATION AND NEITHER THE JOINT
VENTURE COMPANY NOR ANY OF ITS MEMBERS SHALL BE ENTITLED TO ANY PAYMENTS THERE
UNDER COMMENCING WITH THE DATE OF THE JOINT VENTURE COMPANY'S MATERIAL BREACH,
WHICH RESULTED IN THE TERMINATION FOR CAUSE HEREUNDER.
10.4
SURVIVAL.
TERMINATION OF THIS AGREEMENT SHALL NOT AFFECT ANY OF
THE PARTIES' RESPECTIVE RIGHTS ACCRUED OR OBLIGATIONS OWED BEFORE TERMINATION,
INCLUDING ANY RIGHTS OR OBLIGATIONS OF THE PARTIES IN RESPECT OF ANY ACCEPTED
PURCHASE ORDERS EXISTING AT THE TIME OF TERMINATION. IN ADDITION, THE FOLLOWING
SHALL SURVIVE TERMINATION OF THIS AGREEMENT FOR ANY REASON: SECTIONS 4.7, 4.8,
5.4, 6.2, 6.5 AND 7.1 AND ARTICLES 7, 8, 9, AND 11.
THE SURVIVAL OF