AMD 2000 Annual Report Download - page 303

Wafer for the relevant Product Shipped by AMD Saxonia pursuant to Section 3.10
of the AMD Saxonia Wafer Purchase Agreement (provided AMD Holding or AMD Saxonia
gives AMD Inc. reasonable advance notice of such date) but in no event later
than 30 days after receipt of invoices denominated in DM from AMD Holding in
accordance with this Section 3.05. AMD Holding shall be entitled to issue
invoices to AMD Inc. as soon as the relevant Products are Onshipped as provided
in Section 3.04 above.
(b) Payment for all other amounts due hereunder from either party
(including any adjustment amount as set forth in Section 3.01 hereof) shall be
unconditionally due on or before the date specified in the AMD Saxonia Wafer
Purchase Agreement for the corresponding such amount. AMD Holding agrees that it
shall, as soon as practicable and in any event prior to the relevant due date
for any such payment, deliver to AMD Inc. any certification, invoice or notice
from AMD Saxonia to AMD Holding which, pursuant to the terms of the AMD Saxonia
Wafer Purchase Agreement, is to be delivered by AMD Saxonia to AMD Holding prior
to the relevant due date for payment of any amount under the AMD Saxonia Wafer
Purchase Agreement.
(c) All amounts under this Agreement not paid when due from AMD Inc.
shall bear interest at the rate of 7.0% per annum from the date due until paid,
calculated on the basis of actual days and months elapsed. Such interest shall
be due and payable at the end of each calendar month. In no event shall the
interest charged exceed the maximum amount permitted under law.
(d) The obligations of AMD Inc. under this Agreement are intended by the
parties to be absolute and unconditional under any and all circumstances except
to the extent expressly stated in this Agreement, and are intended to be
independent of the rights and obligations of-AMD Holding and AMD Inc. or any of
their Affiliates or of any third party under this Agreement or any other
agreement or arrangement in each case except as expressly stated in this
Agreement.
(e) The parties hereto hereby expressly acknowledge, agree, and
understand that the payment by AMD Inc. of all amounts payable by it hereunder
as required by this Agreement shall in no way be prevented, delayed, or
otherwise affected as a result of any dispute between the parties (or between
any of the parties and their Affiliates) or by any breach of this Agreement or
any other agreement entered into in connection herewith and/or any adverse
change in the financial or economic condition of AMD Holding or any Affiliate
thereof, including without limitation AMD Holding's or any such Affiliate's
liquidation or bankruptcy, or any kind of insolvency proceeding in respect
thereof.
(f) Except as otherwise expressly provided herein and in that certain
Management Service Agreement entered into concurrently herewith (a copy of which
is attached as Exhibit III to the AMD Saxonia Wafer Purchase Agreement), no
obligations of AMD Inc. under this Agreement shall be subject to any
counterclaim, set-off, deduction, withholding, or defense based upon (and
without prejudice to) any claim that AMD Inc. may have against AMD Holding, any
of its Affiliates, or any other Person, or released, discharged, or in any way
affected for any reason or through any circumstances whatsoever (other than as
required by any
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001