AMD 2000 Annual Report Download - page 301

pursuant to Section 2.01(e) of the AMD Saxonia Wafer Purchase Agreement, in
connection with the manufacture and development of Products by AMD Saxonia.
Section 2.02. Importation of Products. AMD Inc. shall be responsible, at
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its own cost and expense, for obtaining any and all consents, authorizations,
permits or approvals in connection with the import of Products hereunder into
any territory outside Germany.
Section 2.03. Quality of the Products; Inspection and Rejection;
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Replacement Product. Without prejudice to AMD Inc.'s obligation to make payment
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for Products Onshipped pursuant to Section 3.05:
(a) AMD Holding shall use, and shall cause AMD Saxonia to use, all
reasonable efforts to ensure that each Product Onshipped meets the
Specifications for that Product. In order to assist AMD Holding in such efforts
and for the purpose of assuring to AMD Inc. the quality of the Products required
under this Agreement, AMD Holding shall permit the duly authorized
representatives of AMD Inc., at any time during normal working hours and on
reasonable notice, to inspect any premises of AMD Holding, and shall use all
reasonable efforts to permit such representatives, at such time and on such
notice, to inspect any premises of any third party where any of the Products, or
any labeling or packaging for them, are stored by or for AMD Holding. In
addition, AMD Holding shall cause AMD Saxonia to permit the duly authorized
representatives of AMD Inc., at any time during normal working hours and on
reasonable notice, to inspect any premises of AMD Saxonia, and shall cause AMD
Saxonia to use all reasonable efforts to permit such representatives, at such
time and on such notice, to inspect any premises of any third party where any of
the Products, or any labeling or packaging for them, are manufactured or stored
by or for AMD Saxonia.
(b) AMD Inc. shall promptly notify AMD Holding and AMD Saxonia in writing
should the quality of the Products Onshipped vary materially from the typical
quality of the four previous shipments or, in the case of the first four
shipments, from that quality of the previous shipments. In such event, AMD
Holding shall use, and shall cause AMD Saxonia to use, its reasonable commercial
efforts to restore the quality of the Products delivered hereunder to again meet
such typical quality as soon as possible.
ARTICLE III
Payments and Delivery of Products
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Section 3.01. Purchase Price of Products.
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(a) AMD Inc. shall pay to AMD Holding the relevant Selling Price Per
Wafer for each Product Onshipped by AMD Holding and, to the extent paid by AMD
Saxonia and/or AMD Holding, the costs and expenses for freight and insurances
(including such costs and expenses in respect of delivery from AMD Saxonia to
AMD Holding). In addition, and without duplication, AMD Inc. agrees to make
payments from time to time to AMD Holding in amounts equal to (and on the same
basis as) all other amounts (but without duplication of amounts
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001