OR FREIGHT EMBARGOES (EACH A
"FORCE MAJEURE EVENT").
14.2
IN THE EVENT OF ANY FORCE MAJEURE EVENT, THE
UNAFFECTED PARTY SHALL HONOR ITS OBLIGATIONS HEREUNDER AS SOON AS THE AFFECTED
PARTY IS ABLE TO PERFORM.
15.
ASSIGNMENT
15.1
NO ASSIGNMENT OF THE AGREEMENT OR OF ANY RIGHT OR
OBLIGATION UNDER THE AGREEMENT SHALL BE MADE BY EITHER OF THE PARTIES WITHOUT
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, SUCH CONSENT SHALL NOT TO BE
UNREASONABLY WITHHELD OR DELAYED.
IN THE EVENT OF A PROPER ASSIGNMENT, THE
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE ASSIGNING
PARTY'S SUCCESSORS AND ASSIGNS.
16.
NO PARTNERSHIP OR AGENCY
16.1
NOTHING IN THIS AGREEMENT SHALL CONSTITUTE, OR BE
DEEMED TO CONSTITUTE, A PARTNERSHIP OR AGENCY BETWEEN THE PARTIES.
17.
NOTICES
17.1
ANY COMMUNICATION WHICH IS REQUIRED OR PERMITTED
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF
DELIVERED PERSONALLY, TELEFAXED (AND WITH A CONFIRMATION COPY ALSO SENT BY
MAIL), DELIVERED BY A REPUTABLE COMMERCIAL COURIER SERVICE OR MAILED, ALWAYS
WITH RECEIPT ACKNOWLEDGED, TO THE REGISTERED ADDRESS OF EITHER PARTY AS SET
FORTH HEREIN OR TO SUCH OTHER REGISTERED ADDRESS AS FOLLOWS FROM A PRIOR
NOTIFICATION TO THE OTHER PARTY BY THE RECEIVING PARTY.
18.
ENTIRE AGREEMENT
18.1
THIS AGREEMENT CONSTITUTES THE ENTIRE
UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THE
AGREEMENT AND SUPERSEDES ANY PRIOR DISCUSSIONS, NEGOTIATIONS, AGREEMENTS,
MEMORANDA OF UNDERSTANDING AND THE LIKE.
MODIFICATIONS TO THE AGREEMENT MAY BE
MADE ONLY IN WRITING AND SIGNED BY EACH PARTY.
IF ONE OR MORE OF THE PROVISIONS
OF THIS AGREEMENT SHALL BE FOUND, BY A COURT WITH JURISDICTION, TO BE ILLEGAL,
INVALID OR UNENFORCEABLE, IT SHALL NOT AFFECT THE LEGALITY, VALIDITY OR
ENFORCEABILITY OF ANY OF THE REMAINING PROVISIONS OF THIS AGREEMENT.
THE
PARTIES AGREE TO ATTEMPT TO SUBSTITUTE FOR ANY ILLEGAL, INVALID OR UNENFORCEABLE
PROVISION A LEGAL, VALID OR ENFORCEABLE PROVISION THAT ACHIEVES TO THE GREATEST
EXTENT POSSIBLE THE ECONOMIC OBJECTIVES OF THE ILLEGAL, INVALID OR UNENFORCEABLE
PROVISION.
***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
11
19.
POLYSILICON AGREEMENT
19.1
THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS
ENTERED IN RELIANCE UPON THE EXECUTION AND CONTINUING EFFECTIVENESS OF THE
POLYSILICON AGREEMENT.
ACCORDINGLY, TO THE EXTENT ANY MODIFICATIONS ARE MADE TO
THE PROVISIONS OF THE POLYSILICON AGREEMENT, THE PARTIES WILL IN GOOD FAITH
CONSIDER APPROPRIATE MODIFICATIONS TO THE PROVISIONS OF THIS AGREEMENT.
THE
PARTIES ALSO ACKNOWLEDGE THAT NORSUN'S OBLIGATIONS TO DELIVER TO SUNPOWER THIRD
PARTY-SOURCED PRODUCTS ARE INDEPENDENT OF ANY RELIANCE NORSUN PLACES UPON THE
POLYSILICON AGREEMENT.
20.
WAIVER
20.1
EITHER PARTY'S FAILURE TO EXERCISE A RIGHT OR
REMEDY OR SUCH PARTY'S ACCEPTANCE OF A PARTIAL OR DELINQUENT PAYMENT OR DELIVERY
SHALL NOT OPERATE AS A WAIVER OF ANY OF SUCH PARTY'S RIGHTS OR THE OTHER PARTY'S
OBLIGATIONS UNDER THE AGREEMENT AND SHALL NOT CONSTITUTE A WAIVER OF SUCH
PARTY'S RIGHT TO DECLARE AN IMMEDIATE OR A SUBSEQUENT DEFAULT.
21.
TERM AND TERMINATION
21.1
THIS