AMD 2000 Annual Report Download - page 355

such proceedings, and hereby further irrevocably and unconditionally waives and
agrees to the fullest extent permitted by law not to plead or claim that any
such proceeding brought in any such court has been brought in an inconvenient
forum.
(b) AMD Holding hereby irrevocably appoints CT Corporation Services as its
agent to receive on behalf of AMD Holding and its property service of copies of
the summons and complaint and any other process which may be served in any
proceeding in any state or federal court of competent jurisdiction in the State
of California.
(c) AMD Saxonia hereby irrevocably appoints CT Corporation Services as its
agent to receive on behalf of AMD Saxonia and its property service of copies of
the summons and complaint and any other process which may be served in any
proceeding in any state or federal court of competent jurisdiction in the State
of California.
Section 7.12. Judgment Currency. The parties hereto agree that, without
-----------------
prejudice to Sections 7.10 and 7.11 above:
(a) if, for purposes of obtaining hereunder an arbitral award or judgment
of any court, it is necessary to convert a sum due hereunder in DM into another
currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures the prevailing party could purchase DM with such other
currency on the Business Day preceding that on which the final award or judgment
(as applicable) is given; and
(b) the obligation of each of the parties hereto in respect of any sum due
hereunder from it (the "Payor") to the other party (the "Recipient") shall,
notwithstanding any judgment in a currency other than DM, be discharged only to
the extent that on the Business Day following receipt by the Recipient of any
sum adjudged to be so due in such other currency, the Recipient may, in
accordance with normal banking procedures, purchase DM with such other currency;
in the event that the DM so purchased is less than the sum originally due to the
Recipient, the Payor, as a separate obligation and notwithstanding any such
judgment or award, hereby agrees to indemnify and hold harmless the Recipient
against such loss, and if the DM so purchased exceeds the sum originally due to
the Recipient, the Recipient shall remit to the Payor the excess.
Section 7.13. Language. This Agreement is in the English language, which
--------
language shall be controlling in all respects.
Section 7.14. Entire Agreement. This Agreement, the AMD Saxonia Research
----------------
Agreement, the License Agreement, the Sponsors' Subordination Agreement (as
defined in the Loan Agreement) and the Management Service Agreement embody the
entire agreement and understanding between the parties with respect to the
subject matter hereof. Neither party has relied upon any representation or
warranty of the other party in entering into this Agreement except as expressly
set forth herein. AMD Holding further acknowledges and agrees that its
obligations hereunder shall remain in full force and effect notwithstanding the
breach by AMD Saxonia of any representation or warranty contained herein.
Section 7.15. Counterparts. This Agreement may be executed in one or more
------------
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original but all such
counterparts together shall
29
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001