AMD 2000 Annual Report Download - page 305

DEFECTIVE PRODUCTS. AMD HOLDING ASSUMES NO LIABILITY IN TORT OR STRICT
LIABILITY, NOR SHALL AMD HOLDING BE LIABLE TO AMD INC. OR ANY SUBSIDIARY OR
AFFILIATE THEREOF FOR LOSS OF USE OF PRODUCTS OR ANY OTHER INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES INCURRED BY AMD INC. OR ANY SUBSIDIARY OR AFFILIATE
THEREOF. IN NO EVENT SHALL THE LIABILITY OF AMD HOLDING ARISING IN CONNECTION
WITH ANY PRODUCTS SOLD HEREUNDER EXCEED THE ACTUAL AMOUNT PAID BY AMD INC. TO
AMD HOLDING FOR PRODUCTS INVOLVED IN SUCH CLAIM.
Section 3.09. Limitation of Liability. In furtherance of the parties'
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selection of California law to govern this Agreement, the parties hereby
expressly exclude rescission (Wandlung) and price reduction (Minderung) as
remedies for defective Products and agree that in no event shall German Civil
Code Paragraph 462 be applicable. To the extent permissible under applicable
law, AMD Holding assumes no liability in tort or strict liability, nor shall AMD
Holding be liable to AMD Inc. or any AMD Inc. Affiliate for loss of use of
Products or any other incidental, special, indirect or consequential damages or
lost profits incurred by AMD Inc. or an AMD Inc. Affiliate. Without prejudice
to Section 3.08, in no event shall the liability of AMD Holding arising in
connection with any Products sold hereunder exceed the actual amount paid by AMD
Inc. to AMD Holding for Products involved in such claim.
Section 3.10. Annual Fee; Reimbursement of Certain Administrative Costs
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of AMD Holding.
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(a) AMD Inc. agrees to pay AMD Holding an annual fee, no later than 30
days after the end of the relevant Fiscal Year, of (i) DM 250,000 for the Fiscal
Year ending December 1997, and (ii) DM 500,000 for each Fiscal Year thereafter
during the term of this Agreement (which fee shall be pro-rated for any part of
a Fiscal Year other than the Fiscal Year ending December 1997), as compensation
to AMD Holding for undertaking any obligations under the Operative Documents (as
defined in the Sponsors' Support Agreement) that benefit AMD Inc.
(b) AMD Inc. agrees to compensate AMD Holding for any administrative
costs, including without limitation bookkeeping, legal and accounting costs and
amounts payable by AMD Holding to AMD Saxonia pursuant to Section 3.07 of the
AMD Saxonia Wafer Purchase Agreement, incurred by AMD Holding in connection with
this Agreement, the AMD Saxonia Wafer Purchase Agreement and the Research
Agreements, plus a surcharge on such costs of 7.5%. All amounts payable by
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AMD Inc. under this Section 3.10(b) shall be payable in arrears no later than 30
days after the end of each Fiscal Year.
ARTICLE IV
Technical Assistance
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Section 4.01. Provision to AMD Saxonia of Know-how, Advice, Technical
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Assistance, Expert Support and Training and Access to Comparable Plants. AMD
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Inc.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001