AMD 1994 Annual Report Download - page 196

3. Assigns or attempts to assign, or subcontracts or attempts to
subcontract, any or all of its rights or obligations under this
Agreement or any Orders issued hereunder to a third party without AMD's
prior written approval, which approval shall not be unreasonably
withheld.
B. Compaq may terminate this Agreement and/or any Order issued hereunder at any
time by written notice in the event AMD:
1. Fails to comply with any material provision of this Agreement or any
Order issued hereunder, and in the case of a breach which is capable
of remedy, fails to remedy same within thirty (30) days of
notification of said breach, or
2. Becomes insolvent or makes an assignment for the benefit of creditors,
or a receiver or similar officer is appointed to take charge of all or
a part of AMD's assets and such condition is not cured within thirty
(30) days, or
3. Assigns or attempts to assign, or subcontracts or attempts to
subcontract, any or all of its rights or obligations under this
Agreement or any Orders issued hereunder to a third party without
Compaq's prior written approval.
C. Upon termination of the Agreement and/or any Order issued hereunder:
1. Compaq shall have the option to purchase any materials or work in
progress which AMD may have purchased or processed for the fulfillment
of any Order at AMD's cost plus a reasonable amount for any value
already added by AMD,
2. Compaq shall have no liability beyond payment for any balance due for
Products delivered by AMD before notice of termination.
15. LIMITATION OF LIABILITY
A. EXCEPT FOR A BREACH OF SECTION 19, 25 OR 26 OF THIS AGREEMENT, NEITHER PARTY
SHALL BE LIABLE FOR ANY CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST
PROFITS, UNLIQUIDATED INVENTORY, ETC.), INCIDENTAL, INDIRECT, SPECIAL,
ECONOMIC, OR PUNITIVE DAMAGES EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
16. FORCE MAJEURE
A. Neither party shall be liable for its failure to perform any of its
obligations hereunder during any period in which such performance is delayed
by fire, flood, war, embargo, riot or the intervention of any government
authority ("Force Majeure"), provided that the party suffering such delay
immediately notifies the other party of the delay. If, however, AMD's
performance is delayed for reasons set forth above for a cumulative period
of fourteen (14) calendar days or more , Compaq, notwithstanding any other
provision of this Agreement to the contrary, may terminate this Agreement
and/or any Order issued hereunder by notice to AMD. In the event of such
termination, Compaq's sole liability hereunder will be for the payment to
AMD of any balance due and owing for conforming Product delivered by AMD
prior to AMD's notification of delay to Compaq. In the event the parties do
not terminate this Agreement and/or Order due to a Force Majeure, the time
for performance or cure will be extended for a period equal to the duration
of the Force Majeure.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995