adjustments.
All freight charges shall
be paid by Distributor and Distributor shall package product in accordance with
Xilinx's then-current specification. Any Product held by Distributor after the
LTB date cannot be returned to Xilinx for any reason except under a bonafide
warranty claim.
17.3
Xilinx shall give Distributor at least ninety (90) days advance
written notice of engineering changes or any reclassification of Products that
will affect the form, fit, or function of any Products in Distributor's
inventory.
If these changes or reclassifications, in Distributor's sole
judgment, will adversely affect the sale
XILINX CONFIDENTIAL
Note: Confidential treatment has been requested for the portion of this Exhibit
10.1 designated with [* * *].
The copy filed herewith omits the information
subject to the confidentiality request.
A complete version of this Exhibit has
been filed separately.
of Distributor's inventory of such Products once the changes or
reclassifications are implemented, then Xilinx shall cooperate with Distributor
to sell such affected inventory.
If, after the aforementioned efforts (but in
no event later than one hundred twenty (120) days after the first public
announcement of such change or reclassification or the first shipment of the
changed or reclassified Product, whichever occurs first), any of the affected
Product still remains in Distributor's inventory, Xilinx agrees, at
Distributor's election to (a) replace it with upgraded Products, or (b)
repurchase any or all of the affected inventory at Distributor's actual net
invoice cost less any prior credits.
Xilinx shall pay all freight charges
associated with return of affected Products to Xilinx and/or shipment of
upgraded Products to Distributor.
18.
TERMINATION
18.1
THIS AGREEMENT MAY BE TERMINATED AT ANY TIME, WITHOUT CAUSE, BY
EITHER PARTY UPON GIVING THE OTHER PARTY AT LEAST [* * *] DAYS PRIOR WRITTEN
NOTICE.
SUCH TERMINATION SHALL BE EFFECTIVE ON THE DATE STATED IN THE SAID
NOTICE OR, IF NONE STATED, [* * *] DAYS AFTER THE DATE OF NOTICE.
DISTRIBUTOR
IS OBLIGATED TO INFORM CUSTOMERS OF THE TERMINATION OF ITS RIGHTS TO DISTRIBUTE
THE PRODUCT.
18.2
THIS AGREEMENT MAY BE TERMINATED IMMEDIATELY FOR CAUSE BY EITHER
PARTY IN THE EVENT THE OTHER PARTY:
18.2.1
SHALL BECOME INSOLVENT;
18.2.2
IS UNABLE TO PAY ITS DEBTS AS THEY FALL DUE;
18.2.3
CEASES TO FUNCTION AS A GOING CONCERN OR TO CONDUCT ITS OPERATIONS
IN THE NORMAL COURSE OF BUSINESS;
18.2.4
ASSIGNS OR TRANSFERS, EITHER VOLUNTARILY OR BY OPERATION OF LAW, ANY
OR ALL OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT HAVING OBTAINED
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY;
18.2.5
UPON THE FILING OF A PETITION BY OR AGAINST IT UNDER ANY APPLICABLE
BANKRUPTCY OR INSOLVENCY LAW, FAILS TO TENDER TO THE OTHER PARTY A GUARANTEE OF
ITS OBLIGATIONS UNDER THIS AGREEMENT BY A PERSON, FIRM OR OTHER ENTITY HAVING A
NET WORTH OF AT LEAST 85% OF ITS OWN NET WORTH AS OF THE COMMENCEMENT OF THIS
AGREEMENT, SUCH GUARANTEE TO BE IN A FORM SATISFACTORY TO THE OTHER PARTY;
18.2.6
FAILS TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS