AMD 2000 Annual Report Download - page 282

Taxes pursuant to any applicable law, rule, or regulation, then such
Sponsor will, subject to Section 14.5(d),
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(i) pay directly to the relevant authority the full amount required
to be so withheld or deducted;
(ii) promptly forward to such Person (with a copy to the Security
Agent) an official receipt or other documentation satisfactory
to the Security Agent evidencing such payment to such
authority; and
(iii) pay to such Person such additional amount or amounts as is
necessary to ensure that the net amount actually received by
such Person will equal the full amount such Person would have
received had no such withholding or deduction been required.
Moreover, if any Taxes are directly asserted against any Person
entitled to receive a payment under this Agreement with respect to any
payment received by such Person hereunder, such Person may pay such
Taxes and the Sponsors will promptly pay such additional amounts
(including any penalties, interest, or expenses, but only (in the case
of penalties or interest) to the extent not resulting from a negligent
or wilful failure to pay any or all of such Taxes by such Person, as
the case may be) as is necessary in order that the net amount received
by such Person after the payment of such Taxes (including any Taxes on
such additional amount) shall equal the amount such Person would have
received had no such Taxes been asserted.
(b) The additional amount or amounts that either Sponsor shall be required
to pay pursuant to clause (iii) of Section 14.5(a) shall be reduced,
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to the extent permitted by applicable law, by the amount of the
offsetting tax benefits, if any, as determined by the relevant Person
in the exercise of its sole discretion, which such Person actually
receives and utilises as a result of such Sponsor's payment under
clause (i) of Section 14.5(a) to the relevant authority (it being
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expressly understood and agreed that such Person shall be required to
use commercially reasonable efforts to claim or utilise any such
benefit which may be available to it unless it believes in good faith
that to do so would be inconsistent with its internal tax and other
policies or if, in its good faith judgment, it would be disadvantaged
in any respect with respect to its tax position or planning).
(c) Subject to the relevant Person complying with Section 14.5(d) below,
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if either of the Sponsors fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the applicable
recipient hereunder the required receipts or other required
documentary evidence, such Sponsor shall indemnify such Person for any
incremental Taxes, interest, or penalties that may become payable by
such Person as a result of any such failure.
(d) Each Person entitled to receive a payment hereunder that is entitled
to claim an exemption (either on its own account or for the account of
the relevant Sponsor) in
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001