AMD 2000 Annual Report Download - page 351

(d) No Litigation. No litigation, arbitration proceedings or governmental
proceedings are pending or to its knowledge, threatened, which pertain to this
Agreement or any of the transactions contemplated thereby.
AMD Holding acknowledges that it has no right to terminate this Agreement or
offset payments hereunder because of any breach by AMD Saxonia of the
representations and warranties contained herein.
Section 7.02. Force Majeure.
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(a) A party to this Agreement shall not be liable for the consequences of
any failure to perform, or default in performing, any of its obligations, other
than its payment obligations, under this Agreement if that party can show that
such failure is caused by Force Majeure.
(b) Where there has been any such failure, the said failure shall not be
considered non-compliance with any term or condition of this Agreement, and all
the obligations (other than payment obligations) and times which because of such
failure could not be fulfilled shall be deemed to have been suspended while the
failure continues. In addition, the party for whom such obligations and/or times
have been suspended shall be entitled to take reasonable steps during the
pendency of the relevant Force Majeure to limit its losses resulting from such
Force Majeure, and following the termination of such Force Majeure such
obligations and/or times shall continue to be suspended for such further
reasonable period as is necessary for such party to restore its capacity to
perform such obligations and/or meet such times.
Section 7.03. Relationship of Parties. AMD Holding and AMD Saxonia shall
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at all times be independent contractors with respect to each other. Nothing in
this Agreement shall constitute either party hereto as the partner, joint
venturer, employee or agent of the other such party or of AMD Inc., and neither
AMD Holding nor AMD Saxonia shall act or omit to act in such a way as to suggest
the contrary to any Person.
Section 7.04. Assignment. This Agreement shall be binding upon and enure
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to the benefit of each party hereto and their respective successors and assigns;
provided, however, that neither party hereto shall have the right to transfer or
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assign its interest in this Agreement without the prior written consent of both
the other party hereto, AMD Inc. and, prior to the Loan Agreement Termination
Date, of the Agent; provided further that AMD Saxonia may assign this Agreement
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to the Agent as security for obligations of AMD Saxonia under the Loan Agreement
and the Agent may assign this Agreement to any direct transferee of the Plant in
the proper exercise of the Agent's enforcement rights in respect of such
security.
Section 7.05. Waivers. No delay or omission in exercise of any right or
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remedy of either party or any default by the other, and no custom or practice of
the parties at variance with the terms of this Agreement, shall impair any right
or remedy otherwise available nor shall it be construed as a waiver of any right
or remedy. Any waiver by either party or any default must be in writing and
shall not be a waiver of any other default concerning the same or any other
provision. AMD Saxonia shall have no right to waive any of its rights or
remedies under this Agreement without the prior written consent of AMD Inc.
and, prior to the Loan Agreement Termination Date, the Agent.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001