AMD 1996 Annual Report Download - page 140

each party hereto and the employees of their subcontractors or vendors
proximately and solely caused by the negligence or willful misconduct of COMPANY
or COMPANY'S officers, agents or employees, and (ii) loss of or damage to real
property (including pre-existing environmental contamination), or the property
of any person or persons, proximately and solely caused by the negligence or
willful misconduct of COMPANY or COMPANY'S officers, agents or employees.
20.4 CONSEQUENTIAL DAMAGES. Except as provided in this Section 20.4, neither
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COMPANY nor CONTRACTOR shall be liable for any consequential damages arising
from or in connection with this Contract or the Project.
20.4.1. CONTRACTOR shall only be liable to COMPANY for consequential damages
to the Facility, its contents and any persons present therein, and which occur
during the performance of work under this Contract and during the warranty
periods referenced herein. Under no circumstances shall CONTRACTOR be
liable to COMPANY for consequential damages in the nature of lost profits,
loss of revenue, loss of production or loss of operation.
20.4.2. The amount of consequential damages for which CONTRACTOR shall be
liable to COMPANY pursuant to the first sentence of Section 20.4.1 shall be:
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20.4.2.1. to the extent such consequential damages arise from
intentional conduct of Contractor, in an unlimited amount;
20.4.2.2. to the extent such consequential damages in the form of
property damage or bodily injury arise from the gross negligence of CONTRACTOR,
in an amount limited to DM 20,000,000 (DM twenty million) for each individual
occurrence and DM 80,000,000 (DM eighty million) annual aggregate;
20.4.2.3. to the extent such consequential damages arise from the
negligence of CONTRACTOR, the gross negligence of CONTRACTOR not covered by
Section 20.4.2.2, or the negligence, gross negligence or intentional conduct of
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CONTRACTOR'S subcontractors, vendors or agents, in an amount limited to the
greater of DM 10,000,000 (DM ten million) for each individual occurrence or the
applicable limits of coverage under CONTRACTOR'S and subcontractor's insurance
for each individual occurrence; and,
20.4.2.4. in the event that CONTRACTOR is able to recover any sums from
one or more subcontractors, vendors or agents (after reasonable attempts in
accordance with AMD's reasonable instructions to collect the same), the amount
of these additional sums actually collected in order to fully compensate COMPANY
for its total consequential damages. CONTRACTOR may keep any amounts collected
under this Section 20.4.2.4 which exceed the amount necessary to fully
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compensate COMPANY.
20.4.3. Except for consequential damages referenced in Section 20.4.2.1 and
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Section 20.4.2.2, the aggregate amount of all out-of-pocket liability (for which
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there is no recovery from CONTRACTOR'S insurance or from subcontractors, vendors
or agents or their insurers) incurred by CONTRACTOR for consequential damages,
including penalties which may be paid pursuant to Section 37.2, in connection
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with this Contract shall be limited to the sum of DM 35,000,000 (DM thirty-five
million).
Article 21
Insurance And Bank Guarantees
21.1 CONTRACTOR TO CARRY INSURANCE. CONTRACTOR shall not commence
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Construction Work under this Contract until CONTRACTOR has obtained all the
insurance required hereunder and the insurance certificates and/or certified
copies of the original policies evidencing the insurance have been reviewed by
COMPANY. COMPANY has the right to review the certificates or policies
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997