"HEREUNDER," AND WORDS OF SIMILAR IMPORT REFER TO THIS LEASE AS A
WHOLE AND NOT TO A PARTICULAR SECTION.
WHENEVER THE WORD "INCLUDING" IS USED IN
THIS LEASE, IT SHALL BE DEEMED TO MEAN "INCLUDING WITHOUT LIMITATION,"
"INCLUDING, BUT NOT LIMITED TO" OR OTHER WORDS OF SIMILAR IMPORT SUCH THAT THE
ITEMS FOLLOWING THE WORD "INCLUDING" SHALL BE DEEMED TO BE A LIST BY WAY OF
ILLUSTRATION ONLY AND SHALL NOT BE DEEMED TO BE AN EXHAUSTIVE LIST OF APPLICABLE
ITEMS IN THE CONTEXT THEREOF.
REFERENCES TO SECTIONS AND EXHIBITS IN THIS LEASE
ARE REFERENCES TO SECTIONS OF, AND EXHIBITS TO, THIS LEASE UNLESS OTHERWISE
INDICATED.
24.9
ENTIRE AGREEMENT.
THIS LEASE, THE MASTER AGREEMENT,
THE MANUFACTURING SERVICES AGREEMENT, AND THE OPERATING AGREEMENT SETS FORTH ALL
OF THE COVENANTS, PROMISES, AGREEMENTS, CONDITIONS, AND UNDERSTANDINGS OF THE
PARTIES HERETO WITH RESPECT TO THE PREMISES.
NO ALTERATION, MODIFICATION,
AMENDMENT, CHANGE OR ADDITION TO THIS LEASE SHALL BE EFFECTIVE UNLESS THE SAME
SHALL BE REDUCED TO WRITING AND SIGNED BY BOTH PARTIES HERETO.
24.10
TIME IS OF THE ESSENCE.
TIME IS OF THE ESSENCE IN THE
PERFORMANCE OF ALL TERMS AND CONDITIONS OF THIS LEASE IN WHICH TIME IS AN
ELEMENT.
24.11
CONFIDENTIALITY.
LANDLORD AND TENANT SHALL ABIDE BY THE
TERMS OF THAT CERTAIN MUTUAL CONFIDENTIALITY AGREEMENT AMONG LANDLORD, TENANT
AND INTEL DATED AS OF THE EFFECTIVE DATE OF THE OPERATING AGREEMENT, AND AS MAY
BE AMENDED OR REPLACED FROM TIME TO TIME (THE "CONFIDENTIALITY AGREEMENT"),
WHICH AGREEMENT IS INCORPORATED HEREIN BY REFERENCE.
LANDLORD AND TENANT AGREE
THAT THE CONFIDENTIALITY AGREEMENT SHALL GOVERN THE CONFIDENTIALITY,
NON-DISCLOSURE AND NON-USE OBLIGATIONS BETWEEN THE PARTIES RESPECTING THE
INFORMATION PROVIDED OR DISCLOSED PURSUANT TO THIS LEASE.
IF THE
CONFIDENTIALITY AGREEMENT IS TERMINATED OR EXPIRES AND IS NOT REPLACED, SUCH
CONFIDENTIALITY AGREEMENT SHALL CONTINUE WITH RESPECT TO CONFIDENTIAL
INFORMATION PROVIDED IN CONNECTION WITH THIS LEASE, NOTWITHSTANDING SUCH
EXPIRATION OR TERMINATION, FOR THE DURATION OF THE TERM OF THIS LEASE OR UNTIL A
NEW CONFIDENTIALITY AGREEMENT IS ENTERED INTO BETWEEN THE LANDLORD AND TENANT.
TO THE EXTENT THERE IS A CONFLICT BETWEEN THIS LEASE AND THE CONFIDENTIALITY
AGREEMENT, THE TERMS OF THIS LEASE SHALL CONTROL.
THIS LEASE AND ITS TERMS
SHALL BE DEEMED "CONFIDENTIAL INFORMATION" UNDER THE CONFIDENTIALITY AGREEMENT.
14
24.12
DAMAGES LIMITATION.
EXCEPT AS PROVIDED BELOW, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,
CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES OR ANY PUNITIVE OR EXEMPLARY
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH
DAMAGES ARE BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER
THEORY OF LIABILITY, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
NOTWITHSTANDING THE FOREGOING, SUCH LIMITATION SHALL NOT APPLY TO
EITHER PARTY'S BREACH OF SECTION 24.11.
EACH PARTY SHALL HAVE A DUTY TO USE
COMMERCIALLY REASONABLE EFFORTS TO MITIGATE DAMAGES FOR WHICH THE OTHER PARTY IS
RESPONSIBLE.
24.13
INDEMNIFICATION PROCEDURES.
(a)
If any person who or which is entitled to seek indemnification
under this Lease (an