AMD 1996 Annual Report Download - page 139

Additionally, CONTRACTOR agrees to defend, indemnify and hold COMPANY, COMPANY'S
other consultants and any lender for the Project and their officers, agents and
employees harmless from and against any and all claims, demands, damages,
liabilities, losses, suits, actions, costs and expenses (including court
expenses and attorneys' fees) for (i) injuries to or death of any person or
persons, including the employees of each party hereto and the employees of their
subcontractors or vendors or of any lender for the Project, and (ii) loss of or
damage to real property (including environmental contamination resulting from
the activities of CONTRACTOR or its subcontractors, vendors or agents), or the
property of any person or persons (including existing property of COMPANY and
the Facility) caused by or arising out of any occurrence in any manner connected
with the defective or negligent (simple or gross) acts, errors or omissions
during performance of the Contract, regardless of whether or not it is caused in
part by a party or other person indemnified hereunder, except that CONTRACTOR
assumes no liability whatsoever for the sole negligent acts of COMPANY or of
COMPANY'S officers, agents or employees. CONTRACTOR shall be fully responsible
for any defective or negligent (simple or gross) acts, errors or omissions of
any of CONTRACTOR'S subcontractors or vendors (including without limitation sub-
subcontractors, manufacturers, suppliers and other persons hired by any
subcontractor or vendor in performing its obligations under the Contract).
20.2 INDEMNIFICATION BY SUBCONTRACTORS AND VENDORS. CONTRACTOR shall use
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its best efforts to require each subcontractor and vendor in each subcontract
and purchase order to defend, indemnify and hold harmless COMPANY, COMPANY'S
consultants and any lender for the Project and their officers, agents and
employees from and against all claims, demands, damages, liabilities, losses,
suits, actions, costs and expenses, including court costs and attorneys' fees,
arising out of, or resulting from the performance of the Construction Work by
such subcontractor or vendor or of any work pursuant to any guarantee and
warranty given by such subcontractor or vendor, such subcontractor's or vendor's
activities on the Site, or such subcontractor's or vendor's breach of its
subcontract or purchase order, and each subcontract and purchase order shall
require each subcontractor and vendor to defend, indemnify and hold COMPANY,
COMPANY'S consultants and any lender for the Project and their officers, agents
and employees harmless from and against any and all claims, demands, damages
(including consequential damages), liabilities, losses, suits, actions, costs
and expenses (including court expenses and attorneys' fees) for (i) injuries to
or death of any person or persons, including the employees of each party hereto
and the employees of their sub-subcontractors or vendors or of any lender for
the Project, and (ii) loss of or damage to real property (including
environmental contamination resulting from the activities of such subcontractor
or vendor), or the property of any person or persons (including existing
property of COMPANY and the Facility) caused by or arising out of any occurrence
in any manner connected with the performance of such subcontract or purchase
order, regardless of whether or not it is caused in part by a party or other
person indemnified hereunder, except that no subcontractor or vendor shall have
any liability whatsoever for the sole negligent acts of COMPANY or of COMPANY'S
officers, agents or employees.
20.3 COMPANY'S INDEMNITY. COMPANY shall defend, indemnify, and hold
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harmless CONTRACTOR and CONTRACTOR'S officers, agents and employees from and
against all claims, demands, damages, liabilities, losses, suits, actions, costs
and expenses, including court costs and attorneys' fees, arising out of, or
resulting from the negligence or willful misconduct of COMPANY or COMPANY'S
officers, agents or employees, in the performance of COMPANY'S obligations
hereunder. Additionally, COMPANY agrees to defend, indemnify and hold
CONTRACTOR and CONTRACTOR'S officers, agents and employees harmless from and
against any and all claims, demands, damages, liabilities, losses, suits,
actions, costs and expenses (including court expenses and attorneys' fees) for
(i) injuries to or death of any person or persons, including the employees of
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997