Effective Date Term Termination. 15.1 The Term of this Agreement shall commence on the Effective Date and continue for a period of five (5) years therefrom (the “Initial Term”), unless terminated earlier in accordance with Section 15.2. Upon expiration of the Initial Term, this Agreement will renew automatically for successive one-year periods unless terminated by either party with […***…] written notice prior to the expiration of any such period. 15.2 In addition to the provisions of Section 15.1, and as otherwise set forth in this Agreement, this Agreement may be terminated by either party (a) after the Initial Term with […***…] written notice to the other party, (b) after the material breach of this Agreement by the other party which is not cured within thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach (other than a failure of Jazz to pay ASMC for Wafers due to bona fide disputes concerning the acceptance, delivery or quality of any Wafers produced hereunder), (c) upon the filing of a petition by the other party seeking to take advantage of any laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts after thirty (30) days written notice to the other party or (d) after twelve (12) consecutive months in which Jazz does not place an order for Wafers from ASMC. 15.3 Upon termination of this Agreement for any reason: (a) Except as set forth herein, ASMC shall have no right to make, offer for sale, sell, export or import Wafers or any other product incorporating or manufactured in accordance with Jazz Technology, Jazz Patent Rights or Process. ASMC shall have no right to use, offer for sale, sell or import Wafers or Jazz Technology for any purpose. Upon termination, ASMC shall discontinue use of Process and the obligations of Section 14.1 shall apply. (b) ASMC shall return Jazz Technology to Jazz pursuant to Section 14.1. (c) ASMC shall immediately cease using and remove all Jazz Technology from the Process at ASMC’s Facility and certify to Jazz in writing that Process is no longer in use. (d) At any time and from time to time during the two (2) year period following the termination of this Agreement and upon ten (10) days prior written notice, ASMC shall permit Jazz to inspect ASMC’s Facility to insure compliance with the obligations of this Agreement. 15.4 The expiration or termination of this Agreement shall not affect the delivery or payment for Wafers that have been ordered and confirmed prior to such termination. 15.5 The obligations set forth in Sections 5.2, 5.3 and 5.5 and in Articles 6, 7, 11, 12, 13, 14, 15, 17, 18, 19, and 21 shall survive any cancellation or termination of this Agreement as described in this Article 15.
Appears in 1 contract
Samples: License and Supply Agreement (Jazz Semiconductor Inc)
Effective Date Term Termination. 15.1 13.1 The Term of this Agreement shall commence on the Effective Date and continue for a period of five (5) years therefrom (the “Initial Term”), unless terminated earlier in accordance with Section 15.213.2. Upon expiration of the Initial Term, this Agreement will renew automatically for successive one-year periods unless terminated by either party with […***…] written notice prior to the expiration of any such period.
15.2 13.2 In addition to the provisions of Section 15.113.1, and as otherwise set forth in this Agreement, this Agreement may be terminated by either party (a) after the Initial Term with […***…] written notice to the other party, (b) after the material breach of this Agreement by the other party which is not cured within thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach (other than a failure of Jazz LLC to pay ASMC HHNEC for Wafers due to bona fide disputes concerning the acceptance, delivery or quality of any Wafers produced hereunder), (c) upon the filing of a petition by the other party seeking to take advantage of any laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts after thirty (30) days written notice to the other party or party, (d) after twelve (12) consecutive months in which Jazz LLC does not place an order for Wafers from ASMCHHNEC, (e) upon termination of the Technology License Agreement between Jazz and LLC, (f) upon termination of the Supply Agreement between Jazz and LLC, or (g) upon termination of the Limited Liability Company Agreement of LLC dated as of the date hereof.
15.3 13.3 Upon termination of this Agreement for any reason:
(a) Except as set forth herein, ASMC HHNEC shall have no right to make, offer for sale, sell, export or import Wafers or any other product incorporating or manufactured in accordance with Jazz Technology, Jazz Patent Rights or Process. ASMC shall have no right to use, offer for sale, sell or import Wafers or return Jazz Technology for any purpose. Upon termination, ASMC shall discontinue use of Process to LLC (other than the information provided in the Technology License and Transfer Agreement entered into by the obligations of Parties contemporaneously herewith) pursuant to Section 14.1 shall apply12.1.
(b) ASMC shall return Jazz Technology to Jazz pursuant to Section 14.1.
(c) ASMC HHNEC shall immediately cease using and remove all Jazz Advanced Technology from the Have Made Licensed Process at ASMCHHNEC’s Facility and certify to Jazz LLC in writing that Process is no longer in use.
(dc) At any time and from time to time during the two (2) year period following the termination of this Agreement and upon ten (10) days prior written notice, ASMC HHNEC shall permit Jazz LLC to inspect ASMCHHNEC’s Facility to insure compliance with the obligations of this Agreement.
15.4 13.4 The expiration or termination of this Agreement shall not affect the delivery or payment for Wafers that have been ordered and confirmed prior to such termination.
15.5 13.5 The obligations set forth in Sections 5.2Articles 5, 5.3 and 5.5 and in Articles 69, 710, 11, 12, 13, 14, 15, 17, 18, 19, 16 and 21 17 shall survive any cancellation or termination of this Agreement as described in this Article 1513.
Appears in 1 contract
Effective Date Term Termination. 15.1 13.1 The Term of this Agreement shall commence on the Effective Date and continue for a period of five (5) years therefrom (the “Initial Term”), unless terminated earlier in accordance with Section 15.213.2. Upon expiration of the Initial Term, this Agreement will renew automatically for successive one-year periods unless terminated by either party with […***…] 90 days written notice prior to the expiration of any such period.
15.2 13.2 In addition to the provisions of Section 15.113.1, and as otherwise set forth in this Agreement, this Agreement may be terminated by either party (a) after the Initial Term with […***…] 90 days written notice to the other party, (b) after the material breach of this Agreement by the other party which is not cured within thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach (other than a failure of Jazz LLC to pay ASMC HHNEC for Wafers due to bona fide disputes concerning the acceptance, delivery or quality of any Wafers produced hereunder), (c) upon the filing of a petition by the other party seeking to take advantage of any laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts after thirty (30) days written notice to the other party or party, (d) after twelve (12) consecutive months in which Jazz LLC does not place an order for Wafers from ASMCHHNEC, (e) upon termination of the Technology License Agreement between Jazz and LLC, (f) upon termination of the Supply Agreement between Jazz and LLC, or (g) upon termination of the Limited Liability Company Agreement of LLC dated as of the date hereof.
15.3 13.3 Upon termination of this Agreement for any reason:
(a) Except as set forth herein, ASMC HHNEC shall have no right to make, offer for sale, sell, export or import Wafers or any other product incorporating or manufactured in accordance with Jazz Technology, Jazz Patent Rights or Process. ASMC shall have no right to use, offer for sale, sell or import Wafers or return Jazz Technology for any purpose. Upon termination, ASMC shall discontinue use of Process to LLC (other than the information provided in the Technology License and Transfer Agreement entered into by the obligations of Parties contemporaneously herewith) pursuant to Section 14.1 shall apply12.1.
(b) ASMC shall return Jazz Technology to Jazz pursuant to Section 14.1.
(c) ASMC HHNEC shall immediately cease using and remove all Jazz Advanced Technology from the Have Made Licensed Process at ASMCHHNEC’s Facility and certify to Jazz LLC in writing that Process is no longer in use.
(dc) At any time and from time to time during the two (2) year period following the termination of this Agreement and upon ten (10) days prior written notice, ASMC HHNEC shall permit Jazz LLC to inspect ASMCHHNEC’s Facility to insure compliance with the obligations of this Agreement.
15.4 13.4 The expiration or termination of this Agreement shall not affect the delivery or payment for Wafers that have been ordered and confirmed prior to such termination.
15.5 13.5 The obligations set forth in Sections 5.2Articles 5, 5.3 and 5.5 and in Articles 69, 710, 11, 12, 13, 14, 15, 17, 18, 19, 16 and 21 17 shall survive any cancellation or termination of this Agreement as described in this Article 1513.
Appears in 1 contract
Effective Date Term Termination. 15.1 13.1 The Term of this Agreement shall commence on the Effective Date and continue for a period of five (5) years therefrom (the “Initial Term”), unless terminated earlier in accordance with Section 15.213.2. Upon expiration of the Initial Term, this Agreement will renew automatically for successive one-year periods unless terminated by either party with […***…] 90 days written notice prior to the expiration of any such period.
15.2 13.2 In addition to the provisions of Section 15.113.1, and as otherwise set forth in this Agreement, this Agreement may be terminated by either party (a) after the Initial Term with […***…] 90 days written notice to the other party, (b) after the material breach of this Agreement by the other party which is not cured within thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach (other than a failure of Jazz to pay ASMC LLC for Wafers due to bona fide disputes concerning the acceptance, delivery or quality of any Wafers produced hereunder), (c) upon the filing of a petition by the other party seeking to take advantage of any laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts after thirty (30) days written notice to the other party or party, (d) after twelve (12) consecutive months in which Jazz does not place an order for Wafers from ASMCLLC, (e) upon termination of the Technology License Agreement between Jazz and LLC, or (g) upon termination of the Limited Liability Company Agreement of LLC dated as of the date hereof.
15.3 13.3 Upon termination of this Agreement for any reason:
(a) Except as set forth herein, ASMC HHNEC shall have no right to make, offer for sale, sell, export or import Wafers or any other product incorporating or manufactured in accordance with Jazz Technology, Jazz Patent Rights or Process. ASMC shall have no right to use, offer for sale, sell or import Wafers or return Jazz Technology for any purpose. Upon termination, ASMC shall discontinue use of Process to LLC (other than the information provided in the Technology License and Transfer Agreement entered into by the obligations of Parties contemporaneously herewith) pursuant to Section 14.1 shall apply12.1.
(b) ASMC shall return Jazz Technology to Jazz pursuant to Section 14.1.
(c) ASMC HHNEC shall immediately cease using and remove all Jazz Advanced Technology from the Have Made Licensed Process at ASMCHHNEC’s Facility and certify to Jazz LLC in writing that Process is no longer in use.
(dc) At any time and from time to time during the two (2) year period following the termination of this Agreement and upon ten (10) days prior written notice, ASMC HHNEC shall permit Jazz LLC to inspect ASMCHHNEC’s Facility to insure compliance with the obligations of this Agreement.
15.4 13.4 The expiration or termination of this Agreement shall not affect the delivery or payment for Wafers that have been ordered and confirmed prior to such termination.
15.5 13.5 The obligations set forth in Sections 5.2Articles 5, 5.3 and 5.5 and in Articles 69, 710, 11, 12, 13, 14, 15, 17, 18, 19, 16 and 21 17 shall survive any cancellation or termination of this Agreement as described in this Article 1513.
Appears in 1 contract
Samples: LLC Wafer Supply Agreement (Jazz Semiconductor Inc)
Effective Date Term Termination. 15.1 13.1 The Term of this Agreement shall commence on the Effective Date and continue for a period of five (5) years [...***...] therefrom (the “"Initial Term”"), unless terminated earlier in accordance with Section 15.213.2. Upon expiration of the Initial Term, this Agreement will renew automatically [...***...] for successive one-year periods [...***...] unless terminated by either party with […...***…...] written notice prior to the expiration of any such period.
15.2 13.2 In addition to the provisions of Section 15.113.1, and as otherwise set forth in this Agreement, this Agreement may be terminated by either party (a) after the Initial Term with […...***…...] written notice to the other party, (b) after the material breach of this Agreement by the other party which is not cured within thirty (30) days [...***...] after the non-breaching party provides the breaching party with written notice of such breach (other than a failure of Jazz to pay ASMC LLC for Wafers due to bona fide disputes concerning the acceptance, delivery or quality of any Wafers produced hereunder), (c) upon the filing of a petition by the other party seeking to take advantage of any laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts after thirty (30) days [...***...] written notice to the other party or party, (d) after twelve (12) consecutive months [...***...] in which Jazz does not place an order for Wafers from ASMCLLC, (e) upon termination of the Technology License Agreement between Jazz and LLC, or (g) upon termination of the Limited Liability Company Agreement of LLC dated as of the date hereof.
15.3 13.3 Upon termination of this Agreement for any reason:
(a) Except as set forth herein, ASMC HHNEC shall have no right to make, offer for sale, sell, export or import Wafers or any other product incorporating or manufactured in accordance with Jazz Technology, Jazz Patent Rights or Process. ASMC shall have no right to use, offer for sale, sell or import Wafers or return Jazz Technology for any purpose. Upon termination, ASMC shall discontinue use of Process to LLC (other than the information provided in the Technology License and Transfer Agreement entered into by the obligations of Parties contemporaneously herewith) pursuant to Section 14.1 shall apply12.1.
(b) ASMC shall return Jazz Technology to Jazz pursuant to Section 14.1.
(c) ASMC HHNEC shall immediately cease using and remove all Jazz Advanced Technology from the Have Made Licensed Process at ASMC’s HHNEC's Facility and certify to Jazz LLC in writing that Process is no longer in use.
(dc) At any time and from time to time during the two (2) year [...***...] period following the termination of this Agreement and upon ten (10) days [...***...] prior written notice, ASMC HHNEC shall permit Jazz LLC to inspect ASMC’s HHNEC's Facility to insure compliance with the obligations of this Agreement.
15.4 13.4 The expiration or termination of this Agreement shall not affect the delivery or payment for Wafers that have been ordered and confirmed prior to such termination.
15.5 13.5 The obligations set forth in Sections 5.2Articles 5, 5.3 and 5.5 and in Articles 69, 710, 11, 12, 13, 14, 15, 17, 18, 19, 16 and 21 17 shall survive any cancellation or termination of this Agreement as described in this Article 1513.
Appears in 1 contract
Samples: LLC Wafer Supply Agreement (Jazz Semiconductor Inc)
Effective Date Term Termination. 15.1 13.1 The Term of this Agreement shall commence on the Effective Date and continue for a period of five (5) years therefrom (the “Initial Term”), unless terminated earlier in accordance with Section 15.213.2. Upon expiration of the Initial Term, this Agreement will renew automatically for successive one-year periods unless terminated by either party with […***…] written notice prior to the expiration of any such period.
15.2 13.2 In addition to the provisions of Section 15.113.1, and as otherwise set forth in this Agreement, this Agreement may be terminated by either party (a) after the Initial Term with […***…] written notice to the other party, (b) after the material breach of this Agreement by the other party which is not cured within thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach (other than a failure of Jazz to pay ASMC LLC for Wafers due to bona fide disputes concerning the acceptance, delivery or quality of any Wafers produced hereunder), (c) upon the filing of a petition by the other party seeking to take advantage of any laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts after thirty (30) days written notice to the other party or party, (d) after twelve (12) consecutive months in which Jazz does not place an order for Wafers from ASMCLLC, (e) upon termination of the Technology License Agreement between Jazz and LLC, or (g) upon termination of the Limited Liability Company Agreement of LLC dated as of the date hereof.
15.3 13.3 Upon termination of this Agreement for any reason:
(a) Except as set forth herein, ASMC HHNEC shall have no right to make, offer for sale, sell, export or import Wafers or any other product incorporating or manufactured in accordance with Jazz Technology, Jazz Patent Rights or Process. ASMC shall have no right to use, offer for sale, sell or import Wafers or return Jazz Technology for any purpose. Upon termination, ASMC shall discontinue use of Process to LLC (other than the information provided in the Technology License and Transfer Agreement entered into by the obligations of Parties contemporaneously herewith) pursuant to Section 14.1 shall apply12.1.
(b) ASMC shall return Jazz Technology to Jazz pursuant to Section 14.1.
(c) ASMC HHNEC shall immediately cease using and remove all Jazz Advanced Technology from the Have Made Licensed Process at ASMCHHNEC’s Facility and certify to Jazz LLC in writing that Process is no longer in use.
(dc) At any time and from time to time during the two (2) year period following the termination of this Agreement and upon ten (10) days prior written notice, ASMC HHNEC shall permit Jazz LLC to inspect ASMCHHNEC’s Facility to insure compliance with the obligations of this Agreement.
15.4 13.4 The expiration or termination of this Agreement shall not affect the delivery or payment for Wafers that have been ordered and confirmed prior to such termination.
15.5 13.5 The obligations set forth in Sections 5.2Articles 5, 5.3 and 5.5 and in Articles 69, 710, 11, 12, 13, 14, 15, 17, 18, 19, 16 and 21 17 shall survive any cancellation or termination of this Agreement as described in this Article 1513.
Appears in 1 contract
Samples: LLC Wafer Supply Agreement (Jazz Semiconductor Inc)
Effective Date Term Termination. 15.1 The Term of this Agreement shall commence on the Effective Date and continue for a period of five (5) years therefrom (the “Initial Term”), unless terminated earlier in accordance with Section 15.2. Upon expiration of the Initial Term, this Agreement will renew automatically for successive one-year periods unless terminated by either party with […***…] 90 days written notice prior to the expiration of any such period.
15.2 In addition to the provisions of Section 15.1, and as otherwise set forth in this Agreement, this Agreement may be terminated by either party (a) after the Initial Term with […***…] 90 days written notice to the other party, (b) after the material breach of this Agreement by the other party which is not cured within thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach (other than a failure of Jazz to pay ASMC for Wafers due to bona fide disputes concerning the acceptance, delivery or quality of any Wafers produced hereunder), (c) upon the filing of a petition by the other party seeking to take advantage of any laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts after thirty (30) days written notice to the other party or (d) after twelve (12) consecutive months in which Jazz does not place an order for Wafers from ASMC.
15.3 Upon termination of this Agreement for any reason:
(a) Except as set forth herein, ASMC shall have no right to make, offer for sale, sell, export or import Wafers or any other product incorporating or manufactured in accordance with Jazz Technology, Jazz Patent Rights or Process. ASMC shall have no right to use, offer for sale, sell or import Wafers or Jazz Technology for any purpose. Upon termination, ASMC shall discontinue use of Process and the obligations of Section 14.1 shall apply.
(b) ASMC shall return Jazz Technology to Jazz pursuant to Section 14.1.
(c) ASMC shall immediately cease using and remove all Jazz Technology from the Process at ASMC’s Facility and certify to Jazz in writing that Process is no longer in use.
(d) At any time and from time to time during the two (2) year period following the termination of this Agreement and upon ten (10) days prior written notice, ASMC shall permit Jazz to inspect ASMC’s Facility to insure compliance with the obligations of this Agreement.
15.4 The expiration or termination of this Agreement shall not affect the delivery or payment for Wafers that have been ordered and confirmed prior to such termination.
15.5 The obligations set forth in Sections 5.2, 5.3 and 5.5 and in Articles 6, 7, 11, 12, 13, 14, 15, 17, 18, 19, and 21 shall survive any cancellation or termination of this Agreement as described in this Article 15.
Appears in 1 contract
Samples: License and Supply Agreement (Jazz Semiconductor Inc)