Flash Alliance Documents Sample Clauses
The 'Flash Alliance Documents' clause defines the set of documents that govern the relationship and obligations between parties involved in the Flash Alliance. This clause typically specifies which agreements, schedules, or ancillary documents are included as part of the overall contract, and may outline how these documents interact or take precedence in case of conflict. By clearly identifying the governing documents, this clause ensures all parties understand the full scope of their commitments and helps prevent disputes over which terms apply.
Flash Alliance Documents. Unless otherwise indicated in this Section 2.1(b), as of the Closing Date, the Parties shall enter into or cause to be entered into or otherwise become effective the following agreements and documents (collectively with this Agreement, the “FA Operative Documents”) to apply to their joint development, manufacture and selling of Y4 NAND Flash Memory Products by and through Flash Alliance, Ltd., a Japanese tokurei yugen kaisha (“Flash Alliance”) (the description of each document below is for reference only and shall not be used in interpreting any such document):
(i) a Share Purchase Agreement between Toshiba and SanDisk Ireland, dated as of the date hereof, in the form of Exhibit A1 (the “Share Purchase Agreement”), and which concerns the sale by Toshiba and purchase by SanDisk Ireland at the Closing of 49.9% of the FA Shares;
(ii) an Operating Agreement between Toshiba and SanDisk Ireland, dated as of the date hereof, in the form of Exhibit A2 (the “FA Operating Agreement”), and which concerns governance of Flash Alliance;
(iii) Articles of Incorporation of Flash Alliance in the form of Exhibit A to the FA Operating Agreement;
(iv) a Foundry Agreement, dated as of the date hereof, between Flash Alliance and Toshiba in the form of Exhibit A3 (the “FA Foundry Agreement”);
(v) a Purchase and Supply Agreement, dated as of the date hereof, by and between Flash Partners and SanDisk Ireland, in the form of Exhibit A4-1 (the “SanDisk Purchase and Supply Agreement”) and a Purchase and Supply Agreement, dated as of the date hereof, between Flash Alliance and Toshiba in the form of Exhibit A4-2 (the “Toshiba Purchase and Supply Agreement” and together with the SanDisk Purchase and Supply Agreement, the “Purchase and Supply Agreements”), and which concern the forecasting and purchase commitments by SanDisk Ireland and Toshiba, respectively, of Y4 NAND Flash Memory Products;
(vi) a Patent Indemnification Agreement between SanDisk Corporation, [***] and Toshiba, dated as of the date hereof, in the form of Exhibit A5 (the “FA Patent Indemnification Agreement”), and which concerns patent indemnification obligations of Toshiba in favor of SanDisk, and certain contribution obligations of SanDisk with respect to Y4 NAND Flash Memory Products;
(vii) a Mutual Contribution and Environmental Indemnification Agreement between SanDisk Ireland and Toshiba, dated as of the date hereof, in the form of Exhibit A6 (the “Environmental Indemnification Agreement”), and which concerns inde...