AMD 2000 Annual Report Download - page 349

(xiv) a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over AMD Inc. or over all or a
substantial part of its property, having been entered; or the involuntary
appointment of an interim receiver; trustee or other custodian of AMD Inc. for
all or a substantial part of its property; or the issuance of a warrant of
attachment, execution or similar process against any substantial part of the
property of AMD Inc.; and the continuance of any such events in this clause
(xiv) for 90 days unless stayed, dismissed, bonded or discharged; or
(xv) AMD Inc. having an order for relief entered with respect to it
or commence a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or consenting to the entry of an
order for relief in an involuntary case, or to the conversion of an involuntary
case to a voluntary case, under any such law, or consenting to the appointment
of or taking possession by a receiver, trustee or other custodian for all or a
substantial part of its property; the making by AMD Inc. of any assignment for
the benefit of creditors; or the inability or failure by AMD Inc. or the
admission by AMD Inc. in writing of its inability to pay its debts as such debts
become due; or the Board of Directors of AMD Inc. (or any committee thereof)
adopting any resolution or otherwise authorizing action to approve any of the
foregoing.
Section 6.02. Rights Upon Termination.
-----------------------
(a) Promptly, but in no event later than 20 days following the Termination
Date,
(i) the Selling Price Per Wafer for the Month ending on the
Termination Date shall be calculated in accordance with Section 3.03;
(ii) in the event that the Termination Date occurs before all of
the Excess Start-up Costs or the Start-up Cost Savings, whichever the case may
be, has been paid in accordance with Section 3.04, the amount of any unpaid
Excess Start-up Costs or Start-up Costs Savings shall be calculated in
accordance with Section 3.04; and
(iii) if no Products were Shipped in the Month ending on the
Termination Date, the final Advance Payment Adjustment Amount for that Month
shall be calculated in accordance with Section 3.05.
(b) Upon termination of this Agreement for any reason, AMD Holding shall
purchase all inventory and work-in-process of AMD Saxonia as of the Termination
Date. The purchase price shall be equal to the value thereof as shown in the
books of AMD Saxonia in accordance with German GAAP.
(c) Upon termination of this Agreement for any reason, any amounts due
from AMD Holding to AMD Saxonia pursuant to Sections 3.03, 3.04, 3.05, 3.07,
3.10, and/or 6.02 (b) (including any amounts calculated in respect thereof
pursuant to Sections 6.02(a) and (b)) shall be aggregated, and any amounts due
(whether in the form of an obligation to pay or credit) from AMD Saxonia to AMD
Holding pursuant to Sections 3.03, 3.04, 3.10 and 4.04 (including any amounts
calculated in respect thereof pursuant to Sections 6.02(a)) and the Management
Service Agreement shall be aggregated. If the aggregate amount payable by AMD
Holding exceeds the
23
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001