AMD 1996 Annual Report Download - page 157

36.2 COMPANY'S RIGHT TO TAKE OVER WORK. Upon such Event of Default,
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Company may take possession of the Site, the Construction Work and of all plans,
specifications, drawings, data sheets, materials, supplies, construction
equipment and tools, construction outfit, subcontracts, purchase orders, and
facilities thereon and use them to finish the work by whatever method COMPANY
may deem expedient and dispose of them in partial satisfaction of any
obligations due from CONTRACTOR to COMPANY. In such case, COMPANY at its option
may accept 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 upon COMPANY'S request, 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 COMPANY demands of CONTRACTOR the
assignment of contractual claims against subcontractors or vendors or otherwise
against third parties, COMPANY shall in return, be obliged to assume the
obligations under such subcontracts or purchase orders that arise after such
assignment takes effect.
36.3 COMPANY'S RIGHT TO COMPLETE WORK. Upon such termination or
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withholding, COMPANY shall have the right to complete any work by whatever
method COMPANY may deem expedient, including employing another contractor under
such form of contract as COMPANY may deem advisable or having COMPANY provide
any labor or materials and perform any part of such work that has been
terminated. COMPANY shall not be required to obtain proposals for completing
such work, but may make such reasonable expenditures as in COMPANY'S judgment,
taking into account the duty to minimize damages, will best accomplish such
reasonable completion of the Facility. The expense of completing such work
(above the Budgeted Cost of the Work), together with a reasonable charge for
administering any contract for such completion, will be charged to CONTRACTOR,
and such expense will be deducted by COMPANY from such monies as may be due or
may at any time thereafter become due to CONTRACTOR. In case such expense
exceeds the sum which would have otherwise been payable under this Contract,
CONTRACTOR shall be liable for and shall upon notice from COMPANY promptly pay
to COMPANY the amount of such excess. COMPANY shall not be liable for any
damages on account of such termination.
36.4 CONTRACTOR'S ACTION UPON RECEIPT OF NOTICE. Upon receipt of any such
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written notice of termination of right to proceed, CONTRACTOR shall:
36.4.1 DISCONTINUE WORK. As soon as possible discontinue work on the
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date and to the extent specified in the notice.
36.4.2 DELIVER DESIGN DOCUMENTS, ETC. Deliver to COMPANY, the Site
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and any plans, specifications, drawings, data sheets, data, reports, completed
work, work in process, and such other information and materials relating to the
terminated work as may have been acquired or prepared by CONTRACTOR hereunder.
CONTRACTOR shall not have any right to withhold the aforesaid documents.
36.4.3 PERFORM UNTERMINATED WORK. Continue to prosecute and perform
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any unterminated part of the work.
36.4.4 REMOVAL OF OUTFIT. Remove from the Site CONTRACTOR'S and any
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subcontractor's or vendor's construction outfit, temporary buildings and
materials as set forth in said notice.
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997