AMD 1996 Annual Report Download - page 153

ARTICLE 33
COMPANY'S RIGHT TO TAKE OVER THE WORK
33.1 COMPANY'S OPTION. COMPANY reserves the right at any time prior to
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completion of CONTRACTOR'S work hereunder to take over the balance of the work
to be performed hereunder and complete same with COMPANY'S labor forces and some
or all of CONTRACTOR'S subcontractors and vendors not then in default, by giving
CONTRACTOR at least ten (10) working days prior written notice as to the
effective date of such takeover. CONTRACTOR shall turn over to COMPANY the
Site, the Construction Work and all Design Documents, and other matter that
CONTRACTOR may have prepared for the Facility and all materials and supplies
paid for by COMPANY either directly or indirectly, and COMPANY shall have the
right to make use of the Design Documents, materials and supplies for such
purposes as COMPANY may desire in accordance with Section 4.11. Also, upon such
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termination COMPANY shall either (i) accept CONTRACTOR'S commitments under
unfulfilled purchase orders theretofore issued by CONTRACTOR in good faith in
connection with the work included under the Contract and uncompleted
subcontracts for work included under the Contract which CONTRACTOR may have
theretofore entered into with the consent of COMPANY, other than purchase orders
and subcontracts in default; and CONTRACTOR shall execute and deliver all such
papers and take all such steps, including the legal assignment of its
contractual rights, as COMPANY may require for the purpose of fully vesting in
itself the rights and benefits of CONTRACTOR under such purchase orders and
subcontracts; or (ii) reimburse CONTRACTOR for all costs reasonably incurred by
CONTRACTOR in respect of subcontracts and purchase orders not in default and not
accepted by COMPANY, pursuant to Section 33.2.
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33.2 REIMBURSEMENT OF CONTRACTOR. In the event of termination of the
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Contract pursuant to Section 33.1 above, COMPANY shall pay CONTRACTOR in
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accordance with the terms of Section 35.1 hereof for all work which has been
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performed, and shall pay CONTRACTOR a pro rata share of CONTRACTOR'S Fee as set
forth in Section 35.1, less all damages, losses, claims, cost and expense
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suffered or incurred by COMPANY in connection with any Default or Event of
Default by CONTRACTOR under Section 36.1 below. All Reimbursable Costs
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reasonably incurred by CONTRACTOR after such termination in respect of work not
yet performed shall be reimbursed. Payments which CONTRACTOR is obligated to
make to subcontractors and vendors whose subcontracts and purchase orders are
not accepted by COMPANY and to workers exclusively hired for the work on the
Facility shall also be reimbursed. CONTRACTOR shall use its best efforts to
obtain in every subcontract and purchase order and all exclusive hires a right
to terminate such subcontract, purchaser order or exclusive hire in the event
COMPANY takes over the work pursuant to Article 33 or Article 36 at no
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additional cost. CONTRACTOR shall take all reasonable steps to minimize such
costs incurred by reason of COMPANY taking over the work.
33.3 GUARANTEES. CONTRACTOR shall be obligated for all warranties and
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guarantees under the Contract applying to the portion of the work completed
prior to the termination of CONTRACTOR'S work.
ARTICLE 34
COMPANY'S RIGHT TO SUSPEND WORK
34.1 COMPANY'S RIGHT TO SUSPEND PROJECT. Company shall have the right, at
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its sole discretion, to suspend the performance of all or any part of the
Project at any time and shall give CONTRACTOR prompt written notice thereof.
Upon receipt of such notice, CONTRACTOR shall proceed with the orderly cessation
of work to accomplish such suspension and take such steps as will protect and
preserve the work completed and permit the resumption of the work upon
termination of the period of suspension.
34.2 SUSPENSION UPON COMPANY'S NOTICE. CONTRACTOR shall, upon written
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997