AMD 2000 Annual Report Download - page 343

all material respects to the Specifications for such Products and, if expressly
agreed by AMD Saxonia in writing in advance, to any specific changes thereto.
Section 3.15. Disclaimer. THE WARRANTY CONTAINED IN SECTION 3.14 IS THE
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SOLE AND EXCLUSIVE WARRANTY AS TO THE PRODUCTS AND IS EXPRESSLY IN LIEU OF ANY
EXPRESS OR IMPLIED WARRANTIES, IN FACT OR IN LAW, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY SIMILAR
WARRANTIES IMPLIED BY APPLICABLE LAW. REPAIR OR REPLACEMENT OF DEFECTIVE
PRODUCTS SHALL BE AMD HOLDING'S EXCLUSIVE REMEDY WITH RESPECT TO DEFECTIVE
PRODUCTS. AMD SAXONIA ASSUMES NO LIABILITY IN TORT OR STRICT LIABILITY, NOR
SHALL AMD SAXONIA BE LIABLE TO AMD HOLDING OR ANY SUBSIDIARY OR AFFILIATE
THEREOF FOR LOSS OR USE OF PRODUCTS OR ANY OTHER INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES INCURRED BY AMD HOLDING OR ANY SUBSIDIARY OR AFFILIATE
THEREOF. IN NO EVENT SHALL THE LIABILITY OF AMD SAXONIA ARISING IN CONNECTION
WITH ANY PRODUCTS SOLD HEREUNDER EXCEED THE ACTUAL AMOUNT PAID BY AMD HOLDING TO
AMD SAXONIA FOR PRODUCTS INVOLVED IN SUCH CLAIM.
Section 3.16. 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 Saxonia assumes no liability in tort or strict liability, nor shall AMD
Saxonia be liable to AMD Holding, 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 Holding, AMD Inc. or an AMD Inc.
Affiliate. Without prejudice to Section 3.15, in no event shall the liability
of AMD Saxonia arising in connection with any Products sold hereunder exceed
the actual amount paid by AMD Holding to AMD Saxonia for Products involved in
such claim.
ARTICLE IV
Technical Assistance
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Section 4.01. Provision of Know-how and Advice by or on Behalf of AMD
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Holding to AMD Saxonia.
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(a) AMD Holding shall from time to time disclose, or shall arrange for AMD
Inc. to disclose, to AMD Saxonia such of the Know-how and Specifications of AMD
Inc. and its Subsidiaries, and any Improvements to such Know-how and
Specifications made by AMD Inc. or one or more of its Subsidiaries after such
disclosure, as is necessary or, in the judgment of AMD Saxonia, reasonably
desirable to enable AMD Saxonia to manufacture Products on an efficient and
timely basis in accordance with the Specifications for the relevant Product
(such Know-how, Specifications and Improvements together being the "Intellectual
Property"). Without limiting the generality of the foregoing, AMD Holding shall
from time to time provide, or shall arrange for AMD Inc. to provide, one (1)
copy (or if requested by AMD Saxonia, two
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001