AMD 1996 Annual Report Download - page 155

responsible for the reasonable cost of settling and paying claims arising under
CONTRACTOR'S commitments under all unfulfilled purchase orders theretofore
issued by CONTRACTOR in good faith in connection with the work included under
the Contract and all uncompleted subcontracts for work included under the
Contract which CONTRACTOR may have theretofore entered into with the consent of
COMPANY; and if COMPANY requests, CONTRACTOR shall execute and deliver all such
papers and take all such steps, including the legal assignment of its
contractual rights, as COMPANY may require for the purpose of fully vesting in
itself the rights and benefits of CONTRACTOR under such purchase orders and
subcontracts. In the event of such termination, COMPANY shall reimburse
CONTRACTOR pursuant to Section 35.1 as if the termination had occurred
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pursuant to Article 35.
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ARTICLE 35
TERMINATION FOR CONVENIENCE OF COMPANY
35.1 TERMINATION BY COMPANY. COMPANY may, at any time, for any reason
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whatsoever, whether or not CONTRACTOR is in default, and without notice to
CONTRACTOR'S sureties, if any, terminate the Contract in whole or in part by
giving written notice to CONTRACTOR specifying the part or parts of the work to
be terminated and the effective date of the termination. Upon any such
termination, CONTRACTOR shall discontinue work as soon as possible and minimize
associated costs of termination. Provided such termination is not due to
CONTRACTOR'S Default, COMPANY shall reimburse CONTRACTOR for all reasonable
costs and expenses incurred by CONTRACTOR by virtue of such termination,
including but not limited to:
35.1.1 (i) All amounts due in accordance with Section 16.2 hereof and
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not previously paid to CONTRACTOR for work completed in accordance with this
Contract prior to or in connection with such notice, and for work thereafter
completed as specified in such notice, plus (ii) a pro rata share of
CONTRACTOR'S Fee which shall be the portion of the Budgeted Fee earned to the
termination, calculated as follows:
Net COW
------------- X Budgeted Fee = Portion of Budgeted Fee
Budgeted COW
Where:
Net COW means Actual Cost of the Work incurred through the termination plus
any reasonable costs that cannot be avoided by cancellation of contracts and
purchase orders;
Budgeted COW means the Budgeted Cost of the Work;
and (iii) if CONTRACTOR is not then in default hereunder, a reasonable sum,
under all of the circumstances, reflecting any Project Budget cost savings
realized through the date of such termination.
35.1.2 The reasonable cost of settling and paying claims arising out
of the termination of work under subcontracts or purchase orders as hereinafter
provided. CONTRACTOR shall use its best efforts to obtain in every subcontract
and purchase order the right to terminate such subcontracts and purchase orders
in the event COMPANY terminates the Contract pursuant to this Article 35 or
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Article 36 at no additional cost.
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35.1.3 Any other reasonable costs actually incurred by CONTRACTOR
incidental to such termination of work.
35.1.4 A deduction or offset for all damages, losses, claims, cost
and expense suffered or incurred by COMPANY in connection with any Default or
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997