AMD 2000 Annual Report Download - page 280

ARTICLE XIV
Costs and Expenses; Indemnities; Taxes; Etc.
SECTION 14.1 Costs and Expenses. The Sponsors, jointly and severally, agree to
pay (to the extent not previously paid by AMD Saxonia promptly following a
demand by the Agent therefor, it being understood and agreed that the Agent will
demand such payment for the costs and expenses of the preparation of this
Agreement) all costs and expenses (including reasonable legal fees and expenses)
of the Agent, the Security Agent, and the Paying Agent in connection with the
negotiation, preparation, execution, and delivery of this Agreement, any
amendments or modifications of (or supplements to) this Agreement, and any and
all other documents furnished pursuant hereto or in connection herewith, as
well as all costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses) if any, in connection with the enforcement of this
Agreement or any other agreement furnished by them prior to the enforcement by
the Security Agent of any of the Security pursuant hereto or in connection
herewith.
SECTION 14.2 General Indemnity. The Sponsors, jointly and severally, hereby
agree to indemnify, exonerate, and hold the Agent, the Security Agent, and the
Paying Agent, and each of the officers, directors, employees of the Agent, the
Security Agent, and the Paying Agent (herein collectively called the
"Indemnitees") free and harmless from and against any and all actions, claims,
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losses, liabilities, damages, and expenses, including, without limitation,
reasonable legal fees and expenses (herein collectively called the "Indemnified
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Liabilities"), which may be incurred by or asserted against the Indemnitees or
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any Indemnitee as a result of, or arising out of, or relating to, or in
connection with:
(i) the failure by either Sponsor to comply with its respective
obligations under this Agreement, the Sponsors' Guaranty, the
Sponsors' Loan Agreement and the Revolving Loan Facility Agreement
(subject, in the case of Indemnified Liabilities arising from Article
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XIII, to the provisions of Section 13.6);
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(ii) the inaccuracy by either Sponsor of any of its representations and
warranties contained in any of the Operative Documents to which it is
a party as and when made or reaffirmed as the case may be (provided
that AMD Inc. shall have no liability under this Section 14.2 in
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respect of any inaccuracy by AMD Holding of the representation and
warranty contained in Section 12.2 (ix)); and
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(iii) any investigation, litigation, or proceeding related to this
Agreement or the consummation of the transactions contemplated hereby,
whether or not any such Indemnitee is a party thereto, and, to the
extent that the foregoing undertaking may be unenforceable for any
reason, the Sponsors, jointly and severally, hereby agree to make the
maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.
SECTION 14.3 Undertaking to Contribute. AMD Inc. hereby undertakes that in the
event:
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001