AMD 2000 Annual Report Download - page 283

respect of all or a portion of any Taxes which are otherwise required
to be paid or deducted or withheld pursuant to this Section 14.5 in
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respect of any payments made by a Sponsor hereunder shall, within a
reasonable time after receiving a written request from such Sponsor,
provide such Sponsor with such certificates as may be appropriate in
order to obtain the benefits of such exemption.
(e) Without prejudice to the survival of any other agreement of the
Sponsors hereunder, the agreements and obligations of the Sponsors
contained in this Section 14.5 shall survive the payment in full of
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the principal of and interest on the loans and other financial
accommodations made to AMD Saxonia under the Loan Agreement.
SECTION 14.6 Judgment. The Sponsors hereby agree that:
(a) If, for the purposes of obtaining a judgment in any court, it is
necessary to convert a sum due hereunder in Deutsche Marks into
another currency, the rate of exchange used shall be that at which in
accordance with normal banking procedures the Security Agent could
purchase Deutsche Marks with such other currency on the Business Day
preceding that on which final judgment is given.
(b) The obligation of each of the Sponsors in respect of any sum due from
it to the Security Agent, the Agent, the Paying Agent, or any Bank
hereunder shall, notwithstanding any judgment in a currency other than
Deutsche Marks be discharged only to the extent that on the Business
Day following receipt by the Security Agent, the Agent, the Paying
Agent, or such Bank, as the case may be, of any sum adjudged to be so
due in such other currency, the Security Agent, the Agent, the Paying
Agent, or such Bank, as the case may be, may, in accordance with
normal banking procedures, purchase Deutsche Marks with such other
currency; in the event that the Deutsche Marks so purchased are less
than the sum originally due to the Security Agent, the Agent, the
Paying Agent, or any Bank, in Deutsche Marks, such Sponsor, as a
separate obligation and notwithstanding any such judgment, hereby
indemnifies and holds harmless the Security Agent, the Agent, the
Paying Agent, and each Bank against such loss, and if the Deutsche
Marks so purchased exceed the sum originally due to the Security
Agent, the Agent, or such Bank in Deutsche Marks, the Security Agent,
the Agent, the Paying Agent, or such Bank, as the case may be, shall
remit to the relevant Sponsor such excess.
SECTION 14.7 License Agreement. With respect to the License Agreement,
(a) AMD Inc. hereby waives, and agrees to cause each of its Subsidiaries
other than AMD Saxonia to waive, any and all rights, claims and/or
causes of action such Person now has or in the future may have against
AMD Saxonia, its successors and assigns, the Agent, the Security
Agent, the Paying Agent, any Bank, any receiver appointed to operate
the Plant, or a third party purchaser of the capital stock, or of all
or substantially all of the assets, of AMD Saxonia (herein
collectively referred to as the "Beneficiaries" and individually as a
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"Beneficiary"), based on: (i) its use, in any manner whatsoever, of
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any Non-Proprietary Know-how or of Information Residuals
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001