AMD 1994 Annual Report Download - page 380

for its due execution, delivery and performance of this Agreement; and apart
from any agreements or undertaking or filings required by the Loan Agreement, no
further action by, or notice to, or filing with, any person is required of it
for such execution, delivery or performance; (iii) this Agreement has been duly
executed and delivered by it and constitutes the legal, valid and binding
obligations of the Assignee, enforceable against the Assignee in accordance with
the terms hereof, except subject, as to enforcement, to bankruptcy, insolvency,
moratorium, reorganization and other laws of general application relating to or
affecting creditors' rights and to general equitable principles; and (iv) it is
an Eligible Assignee.
9. Further Assurances.
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The Assignor and the Assignee each hereby agrees to execute and
deliver such other instruments, and take such other actions, as either party may
reasonably request in connection with the transactions contemplated by this
Agreement, including, without limitation, the delivery of any notices or other
documents or instruments to the Company or the Agent which may be required in
connection with the assignment and assumption contemplated hereby.
10. Indemnity.
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The Assignee agrees to indemnify and hold harmless the Assignor
against any and all losses, cost, expenses (including, without limitation,
reasonable attorneys' fees and the allocated costs and expenses for in-house
counsel) and liabilities incurred by the Assignor in connection with or arising
in any manner from the non-performance by the Assignee of any obligation assumed
by the Assignee under this Agreement.
11. Miscellaneous.
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(a) Any amendment or waiver of any provision of this Agreement shall
be in writing signed by the parties hereto. No failure or delay by either party
hereto in exercising any right, power or privilege hereunder shall operate as a
waiver of any breach of the provisions of this Agreement and shall be without
prejudice to any rights with respect to any other or further breach hereof.
(b) All payments made hereunder shall be made without any set-off or
counterclaim.
(c) All communications among the parties or notices in connection
herewith shall be in writing, hand-delivered, or sent by mail, telex or
facsimile transmitter, addressed as follows: (i) if to the Assignor or the
Assignee, at their respective
6.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995