AMD 1998 Annual Report Download - page 135

SELECTION AND TO ITS SPECIFICATIONS AND THAT THE LEASED PREMISES HAS BEEN
INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR
DEFICIENCY IN ANY OF THE LEASED PREMISES OF ANY NATURE, WHETHER LATENT OR
PATENT, LANDLORD SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT
THERETO OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT
LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH 3(b) HAVE BEEN NEGOTIATED,
AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY
LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES,
ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR
HEREAFTER IN EFFECT OR ARISING OTHERWISE.
(c) Tenant represents to Landlord that Tenant has examined the
title to the Leased Premises prior to the execution and delivery of this Lease
and has found the same to be satisfactory for the purposes contemplated hereby.
Tenant acknowledges that (i) fee simple insurable title (both legal and
equitable) is in Landlord and that Tenant has only the leasehold right of
possession and use of the Leased Premises as provided herein, (ii) to the
knowledge of Tenant, the Improvements conform to all material Legal Requirements
and all Insurance Requirements, (iii) to the knowledge of Tenant, all easements
necessary or appropriate for the use or operation of the Leased Premises have
been obtained, (iv) all contractors and subcontractors who have performed work
on or supplied materials to the Leased Premises have been or will have been
fully paid, and all materials and supplies have been or will have been fully
paid for, and no dispute currently exists with respect to any such contractor,
subcontractor or materials and supplies, (v) the Improvements have been fully
completed in all material respects in a workmanlike manner of first class
quality, and (vi) all Equipment necessary or appropriate for the use or
operation of the Leased Premises has been installed and is presently fully
operative in all material respects.
(d) Landlord hereby assigns to Tenant, without recourse or
warranty whatsoever, all assignable warranties, guaranties, indemnities and
similar rights (collectively, "Warranties") which Landlord may have against any
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manufacturer, seller, engineer, contractor or builder in respect of any of the
Leased Premises. Such assignment shall remain in effect until an Event of
Default occurs or until the expiration or earlier termination of this Lease,
whereupon such assignment shall cease and all such Warranties shall
automatically revert to Landlord. Tenant shall enforce the Warranties in
accordance with their respective terms. Landlord agrees, at Tenant's expense, to
cooperate with Tenant and take all other action necessary as specifically
requested by Tenant to enable Tenant to enforce all of Tenant's rights under any
of the Warranties, such rights of enforcement to be exclusive to Tenant, and
Landlord will not, during the Term, amend, modify or waive, or take any action
under, any of the Warranties without Tenant's prior written consent.
4. Use of Leased Premises; Quiet Enjoyment.
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(a) Tenant may occupy and use the Leased Premises for office
and administrative functions, including those functions typically occurring in
Tenant's headquarters complex, and uses incidental thereto, including, without
limitation, auditoriums, conference facilities, classrooms, computer and data
centers, engineering labs, product showrooms and sales centers, technical
support centers, employee cafeterias and dining facilities, fitness facilities
and similar amenities, and for no other purpose. Tenant shall not use or occupy
or permit any of the Leased Premises to be used or occupied, nor do or permit
anything to be done in or on any of the Leased Premises, in a manner which would
or might (i) violate any Law or Legal Requirement applicable to the Leased
Premises or occupancy thereof, (ii) make void or voidable or cause any insurer
to cancel any insurance required by this Lease, or make it impossible to obtain
any such
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999