AMD 1996 Annual Report Download - page 135

all other documents and other items required from CONTRACTOR hereunder
(including without limitation documents required by Section 4.11 and Section
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27.1 and Articles 28 and 29), COMPANY shall pay CONTRACTOR the balance of the
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Contract Amount due on the cost of the Facility as of the date of Final
Acceptance (as verified by COMPANY'S Representatives and accountants) less the
summation of all credits and refunds then due COMPANY under the provisions of
the Contract; provided, however, that in case the aforesaid summation of credits
and refunds due COMPANY shall be found to exceed the aforesaid unpaid balance of
the Contract Amount, CONTRACTOR shall remit the difference between said
summation and said unpaid balance to COMPANY within thirty (30) calendar days
after the amount of such difference is determined. Such determination shall be
made with reasonable dispatch. Except as provided in Section 17.6 next below,
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the payment hereinabove specified shall be the final payment due CONTRACTOR
under the Contract; and before said final payment is made, CONTRACTOR shall
submit evidence satisfactory to COMPANY that all payrolls, bills, and other
indebtedness theretofore incurred in connection with the Contract have been
paid, and all subcontractors and vendors have been paid in full and all
governmental inspections and approvals required to permanently occupy and
operate the Facility have been completed and issued and the Contract has
otherwise been fully performed by CONTRACTOR.
17.6 INSURANCE ADJUSTMENTS. The hourly rates in Schedule 16.2.1.1 shall
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not be adjusted in the event of any insurance premium adjustments resulting from
audits by Contractor's insurers or for any other reason.
17.7 STORED MATERIALS. As a condition precedent to payment for Stored
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Materials (i) the Stored Materials shall be included in the coverage of the
insurance policies required under this Agreement; (ii) CONTRACTOR shall deliver
a certification that no subcontractor, vendor, or other person has retained
title, or has liens on or security interests in, the Stored Materials and shall
deliver paid invoices or other documentation evidencing title to the Stored
Materials vested in CONTRACTOR; (iii) CONTRACTOR shall have delivered such
documentation as shall be effective to transfer, upon payment, ownership of the
Stored Materials to COMPANY; and (iv) the Stored Materials are satisfactorily
stored at the Site to protect against theft or damage. Except with COMPANY'S
prior written approval, CONTRACTOR shall not make advance payments to vendors
for materials which have not been delivered and stored at the Site.
ARTICLE 18
WARRANTIES AND GUARANTEES
18.1 CONTRACTOR'S WARRANTY AND GUARANTEE. CONTRACTOR warrants and
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guarantees (i) that all of CONTRACTOR'S, its subcontractors' and vendors' design
and engineering work for the Facility, as well as the selection of materials for
the Facility, will be properly performed; (ii) that the Facility and all
workmanship and materials therein will be (and perform) as specified and
described in the Contract Documents and in applicable plans, specifications,
drawings, data sheets and other Contract Documents approved by COMPANY; (iii)
that all said workmanship and materials will be of the best quality for the
grades specified, free from objectionable defects, and suitable for the
respective uses intended; (iv) that CONTRACTOR'S work and design possesses at
the time of Final Acceptance the characteristics assured in the Contract; (v)
that the work and design conform with the recognized rules of sound engineering
practice and are free from defects which would nullify or diminish the value or
usefulness of the Facility for normal purposes or for the purpose intended in
the Contract; and (vi) that the work and design shall satisfy COMPANY
requirements for clean room air quality, process equipment, vibration,
particulate, air, water and other quality requirements of COMPANY. The
foregoing warranties and guarantees exclude the Wafer Process Equipment and
materials purchased directly by COMPANY. If any failures of the Facility or any
Construction Phase or any system within the
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997