AMD 1996 Annual Report Download - page 161

appointed according to the foregoing provisions.
38.4.5 LANGUAGE OF PROCEEDINGS. The exclusive language of all
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arbitration proceedings shall be English.
38.4.6 APPLICABLE LAW. All decisions shall be based upon the
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internal law of Germany and the German Code of Civil Procedure (excluding
Private International Law Rules), without regard to conflict of laws principles,
and the arbitrators shall be bound to apply such law.
38.4.7 ARBITRATION AWARD. The arbitration award shall be in English,
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shall state the arbitrators' reasons for their decision and shall award to the
prevailing party reasonable costs and expenses, including reasonable travel
costs, administrative expenses, costs of appeal (to be determined following the
conclusion of any appeal), expert witness fees, reasonable fees of the
arbitrator, and reasonable attorneys' fees incurred by virtue of the arbitration
proceedings. Any resulting award shall be final and rendered in such form that
judgment may be entered thereon in any court of competent jurisdiction. The
arbitrators shall prepare findings of fact and conclusions of law, applying the
internal laws of Germany. With the exception of requesting judicial review of
the award for errors of law, the award is not subject to judicial review.
However, the prevailing party may petition a court to award costs of enforcing
the arbitration award to the prevailing party. Under no circumstances shall
arbitrators modify or deviate from the provisions of the Contract.
38.4.8 PROVISIONAL REMEDIES. Nothing in this section shall be
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construed to preclude either party from seeking provisional remedies, including
but not limited to, temporary restraining orders and preliminary injunctions,
from any court of competent jurisdiction, to protect its rights pending
arbitration but such preliminary relief shall not be sought as a means of
avoiding arbitration.
38.5 CONTRACT MADE IN ENGLISH. This Contract has been made and executed in
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the English language and in a German translation. In case of dispute between
the parties with respect to this Contract or the Contract Documents, the English
version shall always prevail.
ARTICLE 39
FINANCING OF PROJECT
39.1 TAKE OVER BY PROJECT LENDER. COMPANY shall have the right to assign
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the Contract, or any of COMPANY'S rights and obligations thereunder, in whole or
in part, to the lender or lenders providing part or all of the financing for the
Facility, and CONTRACTOR presently consents to any assumption of the Contract by
any such lender or lenders. CONTRACTOR agrees to perform its obligations under
the Contract, and to cause all of its subcontractors and vendors to perform
their obligations under all subcontractors and purchase orders, on behalf of
such lender or lenders, provided that such lender or lenders comply with
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COMPANY'S assigned obligations arising subsequent to such lender or lenders
taking over the Project.
39.2 APPROVALS BY PROJECT LENDER. The lender or lenders providing part or
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all of the financing for the Facility may participate in the approval of Design
Documents, the Project Budget, the Project Schedule and changes, additions and
omissions.
39.3 AUDIT BY PROJECT LENDER. The lender or lenders providing part or all
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of the financing for the Facility and their agents and representatives shall
have the same rights to inspect the Construction Work and to review and
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997