AND (C) DESCRIBE THE ACTION THAT EPSON WILL
TAKE TO MINIMIZE THE DELAY.
3.1.3
BUSINESS INTERRUPTION INSURANCE
EPSON WILL USE ITS BEST EFFORTS TO OBTAIN BUSINESS INTERRUPTION INSURANCE
COVERAGE FOR THE NEW FACILITY ONCE THE CONSTRUCTION OF THE NEW FACILITY IS
4
* Omitted and filed separately with the SEC pursuant to a confidential treatment
request
COMPLETE.
THE INSURANCE WILL COVER AT LEAST SUCH RISKS AS ARE USUALLY INSURED
AGAINST BY COMPANIES ENGAGED IN THE MANUFACTURE OF SEMICONDUCTOR DEVICES IN
JAPAN.
EPSON WILL MAINTAIN SUCH BUSINESS INTERRUPTION INSURANCE COVERAGE DURING
THE TERM OF THIS AGREEMENT.
EPSON WILL FURNISH TO LATTICE, UPON WRITTEN
REQUEST, FULL INFORMATION CONCERNING THE BUSINESS INTERRUPTION INSURANCE
COVERAGE.
3.1.4
FIRST SHIPMENT DELAY
IN THE EVENT THAT THE FIRST MASS PRODUCTION OF THE FIRST PRODUCT IS EXPECTED TO
BE DELAYED BEYOND THE PROCESS ROAD MAP DESCRIBED IN THE LATEST VERSION OF
EXHIBIT B, FIRSTLY, THE SHIPMENT OF SUCH PRODUCT SHALL BE MADE BY UTILIZING
EXISTING FACILITIES IN THE SAKATA FACILITY SUBJECT TO SUCCESSFUL COMPLETION OF
THE RELEVANT PROCESS AT SUCH EXISTING FACILITY.
SUCH ALTERNATIVE SHIPMENT SHALL
NOT BE APPLIED FOR OFF-SETTING THE APP.
EPSON SHALL PROVIDE REGULAR ACTION
PLANS FOR THE CURE OF THE DELAY, AND MAKE MONTHLY PROGRESS REPORTS TO LATTICE.
IF NO CURE IS ACHIEVABLE BY THE BEGINNING OF OCTOBER 1998, AND IF THE DELAY IS
NOT CAUSED BY LATTICE, THEN EPSON SHALL, IN ADDITION TO THE FREE WAFERS AS
PRESCRIBED IN ARTICLE 8 HEREOF, PROVIDE ADDITIONAL FREE WAFERS [*].
3.1.5
DESIGN REQUIREMENTS
EPSON ACKNOWLEDGES THAT LATTICE MAY REQUIRE CERTAIN SAFETY AND SECURITY
REQUIREMENTS FOR SEMICONDUCTOR FABRICATION FACILITIES, AND EPSON AGREES TO WORK
WITH LATTICE TO INCORPORATE SUCH REQUIREMENTS INTO THE DESIGN OF THE NEW
FACILITY TO THE EXTENT REASONABLY REQUESTED BY LATTICE AND COMMERCIALLY
FEASIBLE.
3.2
REPRESENTATIONS OF EPSON
IN ORDER TO INDUCE LATTICE TO ENTER INTO THIS AGREEMENT AND TO MAKE THE APP
HEREUNDER, EPSON HEREBY REPRESENTS AND WARRANTS THAT:
3.2.1
CORPORATE STATUS
EPSON (A) IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE JURISDICTION OF ITS INCORPORATION, (B) HAS THE CORPORATE POWER TO
OWN OR LEASE ITS ASSETS AND TO TRANSACT THE BUSINESS IN WHICH IT IS CURRENTLY
ENGAGED AND (C) IS IN COMPLIANCE WITH ALL REQUIREMENTS OF LAW EXCEPT TO THE
EXTENT THAT THE FAILURE TO COMPLY THEREWITH WILL NOT MATERIALLY AFFECT THE
ABILITY OF EPSON TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
3.2.2
CORPORATE AUTHORITY
(A) EPSON HAS THE CORPORATE POWER, AUTHORITY AND LEGAL RIGHT TO EXECUTE, DELIVER
AND PERFORM THIS AGREEMENT AND HAS TAKEN AS OF THE DATE HEREOF ALL NECESSARY
CORPORATE ACTION TO EXECUTE THIS AGREEMENT, (B) THE PERSON EXECUTING THIS
AGREEMENT HAS ACTUAL AUTHORITY TO DO SO ON BEHALF OF EPSON AND (C) THERE ARE
5
* Omitted and filed separately with the SEC pursuant to a confidential treatment
request
NO OUTSTANDING ASSIGNMENTS, GRANTS, LICENSES, ENCUMBRANCES, OBLIGATIONS OR
AGREEMENTS, EITHER WRITTEN, ORAL OR IMPLIED, THAT PROHIBIT EXECUTION OF THIS
AGREEMENT.
3.2.3
OWNERSHIP OF THE SITE
EPSON HAS SUCH RIGHT, TITLE AND