AMD 1994 Annual Report Download - page 143

30. The following Sections are hereby inserted after Section 50 (and the
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subsequent Sections are hereby renumbered accordingly).
51. Additional Waivers. IN CONNECTION WITH THE TRANSACTIONS PROVIDED
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FOR HEREIN AND AS FURTHER CONSIDERATION FOR LESSOR AGREEING TO ENTER INTO
THIS SECOND AMENDMENT LESSEE WAIVES TO THE MAXIMUM EXTENT SUCH WAIVER IS
PERMITTED BY LAW, ANY AND ALL DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER
ANY ONE OR MORE OF CALIFORNIA CIVIL CODE (S)(S) 1951.2, 2808, 2809, 2810,
2815, 2819, 2820, 2821, 2838, 2839, 2845, 2848, 2849, AND 2850 TO THE
EXTENT APPLICABLE, CALIFORNIA CODE OF CIVIL PROCEDURE (S)(S) 580A, 580B,
580C, 580D AND 726, AND, TO THE EXTENT APPLICABLE, CHAPTER 2, TITLE 14,
PART IV OF THE CALIFORNIA CIVIL CODE.
52. Lessee Further Acknowledgments. Lessee has been represented by
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legal and tax counsel, independent accountants and other professionals,
each of which has been personally selected by Lessee, as Lessee has found
necessary to consult concerning the consummation of the transactions
contemplated in this Lease and the other Operative Agreements, and such
representation has included an examination and analysis of Lessee's rights
and obligations and the basis of all accounting, tax, financial and legal
aspects and treatment under this Lease and the other Operative Agreements.
With respect to the accounting, tax, financial and legal consequences of
the transactions contemplated herein and in the Operative Agreements,
Lessee is relying solely upon the advice of its own tax, accounting and
legal advisors and upon its knowledge with respect thereto.
53. Certain Tax Matters. Without limiting the acknowledgements made by
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Lessee at Section 52, Lessor and Lessee agree that, in accordance with
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their intentions and the substance of the transactions contemplated hereby
and to the extent permitted by law, Lessee (and not Lessor) shall be
treated as the owner of the Land for Federal, state, and local income tax
purposes. Lessee shall be entitled to take any deduction, credit allowance
or other reporting, filing or other tax position consistent with such
characterizations. Lessor shall not file any Federal, state or local income
tax returns, reports or other statements in a manner which is inconsistent
with the foregoing provisions of this Section 53.
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54. Attorneys' Fees and Legal Expenses. If either party commences any
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legal action or other proceeding to enforce any of the terms of this Lease
or any of the Operative Documents to which Lessor and Lessee are a party,
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995