AMD 2000 Annual Report Download - page 311

and, for purposes of each such calculation under the AMD Saxonia Wafer Purchase
Agreement and of clause (b) of this Section 6.02 only, the Termination Date
under the AMD Saxonia Wafer Purchase Agreement shall be deemed to be the
Termination Date hereunder.
(b) AMD Inc. shall purchase from AMD Holding all inventory and
work-in-process of AMD Saxonia as of the Termination Date that AMD Holding is
required to purchase from AMD Saxonia pursuant to Section 6.02(b) of the AMD
Saxonia Wafer Purchase Agreement. The terms and conditions of such sale shall be
as set forth in Section 6.02(b) of the AMD Saxonia Wafer Purchase Agreement. The
purchase price to be paid by AMD Inc. therefore shall be equal to the purchase
price paid or to be paid by AMD Holding therefor under such Section 6.02(b) and
shall be paid before the date on which AMD Holding is required to pay for such
inventory and work-in-process under the AMD Saxonia Wafer Purchase Agreement.
(c) Upon termination of this Agreement for any reason, any amounts due
from AMD Inc. to AMD Holding hereunder (including for this purpose the amounts
calculated under 6.02(a) and/or 6.02(b)) shall be aggregated, and any amounts
due (whether in the form of an obligation to pay or credit) from AMD Holding to
AMD Inc. hereunder (including for this purpose the amounts calculated under
6.02(a) and/or 6.02(b)) and under the Management Service Agreement shall be
aggregated. If the aggregate amount payable by AMD Inc. exceeds the aggregate
amount payable and/or to be credited by AMD Holding, then each party's
obligation to make payment of any such amount will be automatically satisfied
and discharged and replaced by an obligation upon AMD Inc. to pay to AMD Holding
the excess of the larger aggregate amount over the smaller aggregate amount. If
the aggregate amount payable by AMD Holding exceeds the aggregate amount payable
by AMD Inc., then each party's obligation to make payment of any such amount
will be automatically discharged and the amount of such excess shall be
additional compensation to be retained by AMD Holding for the early termination
of this Agreement, and AMD Holding shall have no obligation to pay such amount
to AMD Inc.
Section 6.03. Survival. The provisions of Sections 3.07, 3.08, 3.09,
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6.02, 7.09, 7.10, 7.11 and 7.13 shall survive any termination of this Agreement.
ARTICLE VII
Miscellaneous
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Section 7.01. Representations and Warranties Generally. Each of AMD Inc.
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and AMD Holding hereby represents and warrants to the other as follows:
(a) Organization; Corporate Power. It is duly incorporated and validly
existing under the laws of the jurisdiction of its organization, and has all
necessary power and authority to (i) own its assets and to carry on the business
in which it is engaged; and (ii) execute, deliver and perform its obligations
under this Agreement;
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001