AMD 1994 Annual Report Download - page 347

against such Indemnified Person in connection with or arising out of any
pending or threatened investigation, litigation or proceeding, or any
action taken by any Person, with respect to any Environmental Claim arising
out of or related to any Property of the Company or any of its
Subsidiaries. No action taken by legal counsel chosen by the
Administrative Agent or any Bank in defending against any such
investigation, litigation or proceeding or requested remedial, removal or
response action shall vitiate or any way impair the Company's obligation
and duty hereunder to indemnify and hold harmless the Administrative Agent
and each Bank.
(ii) In no event shall any site visit, observation, or testing
by the Administrative Agent or any Bank be deemed a representation or
warranty that Hazardous Materials are or are not present in, on, or under
the site, or that there has been or shall be compliance with any
Environmental Law. Neither the Company nor any other Person is entitled to
rely on any site visit, observation, or testing by the Administrative Agent
or any Bank. Neither the Administrative Agent nor any Bank owes any duty of
care to protect the Company or any other Person against, or to inform the
Company or any other party of, any Hazardous Materials or any other adverse
condition affecting any site or Property. Neither the Administrative Agent
nor any Bank shall be obligated to disclose to the Company or any other
Person any report or findings made as a result of, or in connection with,
any site visit, observation, or testing by the Administrative Agent or any
Bank.
(c) Survival; Defense. The obligations in this Section 10.5 shall
-----------------
survive payment of all other Obligations. At the election of any Indemnified
Person, the Company shall defend such Indemnified Person using legal counsel
satisfactory to such Indemnified Person in such Person's sole discretion, at the
sole cost and expense of the Company. All amounts owing under this Section 10.5
shall be paid within 30 days after demand.
10.6 Marshalling; Payments Set Aside. Neither the Administrative Agent
-------------------------------
nor the Banks shall be under any obligation to marshall any assets in favor of
the Company or any other Person or against or in payment of any or all of the
Obligations. To the extent that the Company makes a payment or payments to the
Administrative Agent or the Banks, or the Administrative Agent or the Banks
enforce their Liens or exercise their rights of set-off, and such payment or
payments or the proceeds of such enforcement or set-off or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other
73.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995