AMD 2000 Annual Report Download - page 338

unreasonable) and, once given, shall constitute irrevocable confirmation that
the Products manufactured in conformity with the samples (or differing only
within normal silicon computer chip industry limits) will comply with the
Specifications and will meet the requirements of quality specified in Section
2.03, except in respect of defects in such samples or future production which
are not capable of being revealed on reasonable inspection by AMD Holding.
(e) Each of AMD Holding and AMD Saxonia shall nominate one or more senior
managers or representatives (which representatives, in the case of AMD Holding,
may include or be senior managers of AMD Inc.) who shall be responsible for
liaising in connection with the manufacture and development of the Products.
Section 2.02. Compliance with Laws and Required Permits.
-----------------------------------------
(a) AMD Saxonia shall, at its cost and expense, use commercially
reasonable efforts to (i) comply with all applicable Laws relating to the
manufacture and sale of the Products, and (ii) obtain all requisite consents,
authorizations, permits and approvals for the manufacturing and sale to AMD
Holding and the sale by AMD Holding to AMD Inc. of the Products from each
Governmental Authority having jurisdiction over the manufacture and sale of the
Products by AMD Saxonia and AMD Holding; provided, however, that AMD Saxonia
shall not be responsible for obtaining any consents, authorizations, permits or
approvals in connection with the import of Products into any territory outside
Germany.
Section 2.03. Quantity of Products; Inspection and Rejection; Replacement
-----------------------------------------------------------
Products. Without prejudice to AMD Holding's obligation to make payment for
--------
Products Shipped pursuant to Section 3.10:
(a) AMD Saxonia shall use all reasonable efforts to ensure that each
Product Shipped meets the Specifications for that Product. In order to assist
AMD Saxonia in such efforts and for the purpose of assuring to AMD Holding the
quality of the Products required under this Agreement, AMD Saxonia shall permit
the duly authorized representatives of AMD Holding and/or AMD Inc., at any time
during normal working hours and on reasonable notice, to inspect any premises of
AMD Saxonia, 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 manufactured or stored by or for AMD Saxonia.
(b) AMD Holding shall promptly notify AMD Saxonia in writing should the
quality of the Products Shipped vary materially from the typical quality of the
four previous shipments or, in the case of the first four shipments, from the
quality of the previous shipments. In such event, AMD Saxonia shall use its
reasonable commercial efforts to restore the quality of the Products delivered
hereunder to again meet such typical quality as soon as reasonably possible.
ARTICLE III
Purchase Price and Delivery of Products
---------------------------------------
Section 3.01. Descriptive Overview of Product Pricing. Without derogating
---------------------------------------
from Sections 3.02 through 3.12 hereunder:
12
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001