"Fair Use" shall have the meaning as provided under the
trademark laws of the applicable jurisdiction.
7.
Limitation of Liability.
NEITHER PARTY
SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER BASED IN
CONTRACT,
TORT, OR OTHERWISE, EVEN IF IT IS ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH
DAMAGES.
8.
Intentionally omitted.
9.
General.
A.
ASSIGNMENT.
USER MAY NOT ASSIGN, DELEGATE, OR TRANSFER THIS
AGREEMENT OR ANY OF ITS RIGHTS OR DUTIES HEREUNDER, WITHOUT THE PRIOR WRITTEN
CONSENT OF OWNER (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), EXCEPT TO
USER'S AFFILIATES OR EXCEPT IN THE EVENT THAT USER IS REQUIRED BY ANY
GOVERNMENTAL AUTHORITY TO TRANSFER ASSETS OBTAINED UNDER THE PURCHASE
AGREEMENT.
ANY ATTEMPTED ASSIGNMENT OR DELEGATION IN VIOLATION OF THIS SECTION
SHALL BE VOID.
THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE PARTIES, THEIR SUCCESSORS AND PERMITTED ASSIGNS.
B.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO A CONTRACT EXECUTED AND PERFORMED IN SUCH
STATE (OTHER THAN ITS CONFLICTS OF LAW PRINCIPLES).
C.
INDEPENDENT CONTRACTORS.
IN PERFORMING THEIR RESPECTIVE DUTIES
UNDER THIS AGREEMENT, EACH OF THE PARTIES WILL BE OPERATING AS AN INDEPENDENT
CONTRACTOR. NOTHING CONTAINED HEREIN WILL IN ANY WAY CONSTITUTE ANY ASSOCIATION,
PARTNERSHIP, FRANCHISE, OR JOINT VENTURE BETWEEN THE PARTIES HERETO, OR BE
CONSTRUED TO EVIDENCE THE INTENTION OF THE PARTIES TO ESTABLISH ANY SUCH
RELATIONSHIP. NEITHER PARTY WILL HAVE THE POWER TO BIND THE OTHER PARTY OR INCUR
OBLIGATIONS ON THE OTHER PARTY'S BEHALF WITHOUT THE OTHER PARTY'S PRIOR WRITTEN
CONSENT.
D.
MODIFICATION AND WAIVER.
NO MODIFICATION TO THIS AGREEMENT, NOR
ANY WAIVER OF ANY RIGHTS, WILL BE EFFECTIVE UNLESS ASSENTED TO IN WRITING BY THE
PARTY TO BE CHARGED, AND THE WAIVER OF ANY BREACH OR DEFAULT SHALL NOT
CONSTITUTE A WAIVER OF ANY OTHER RIGHT HEREUNDER OR ANY SUBSEQUENT BREACH OR
DEFAULT.
E.
NOTICES.
NOTICES UNDER THIS AGREEMENT SHALL BE IN WRITING AND
SHALL BE DELIVERED BY OVERNIGHT COURIER, DELIVERED PERSONALLY, OR SENT BY
FACSIMILE TRANSMISSION OR ELECTRONIC MAIL (WITH CONFIRMATION OF RECEIPT) TO THE
FOLLOWING ADDRESSES OF THE PARTIES OR TO SUCH OTHER ADDRESSES AS MAY BE
HEREAFTER DESIGNATED IN WRITING BY THE PARTIES:
KEMET ELECTRONICS CORPORATION
VISHAY INTERTECHNOLOGY, INC.
2835 KEMET Way
63 Lancaster Avenue
Simpsonville, SC 29681
Malvern, PA 19355
Attention: R. James ("Jamie") Assaf, Esq.,
Attn: Lior Yahalomi, Chief Financial Officer
Vice President, General Counsel
Fax:
Fax:(610) 889-2161
Email: 
Email: Lior.Yahalomi@Vishay.com
F.
SEVERABILITY.
IF FOR ANY REASON ANY PROVISION OF THIS AGREEMENT
SHALL BE HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR
UNENFORCEABLE, THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN FULL
FORCE AND EFFECT.
G.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE EXHIBITS ATTACHED
HERETO, IF ANY, CONSTITUTE THE ENTIRE AND EXCLUSIVE AGREEMENT BETWEEN THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR
AGREEMENTS BETWEEN THE