AMD 2001 Annual Report Download - page 161

forthwith discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 4(j) hereof,
or until it is advised in writing by the Company that the use of the applicable
Prospectus may be resumed, and has received copies of any amendments or
supplements thereto.
5. Registration Expenses.
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(a) All fees and expenses incident to the performance of or compliance with
this Agreement by the Company shall be borne by the Company, including, without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of compliance with Blue Sky Laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Securities and determination of the
eligibility of the Registrable Securities for investment under the laws of such
jurisdictions as provided in Section 4(g) hereof), (ii) printing expenses,
including, without limitation, expenses of printing certificates for Registrable
Securities in a form eligible for deposit with the Depository and of printing
prospectuses if the printing of prospectuses is reasonably requested by the
Holders of the majority in Amount of Registrable Securities included in any
Registration Statement, (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company and reasonable fees and
disbursements of one special counsel for the sellers of Registrable Securities
(subject to the provisions of Section 5(b) hereof), (v) fees and disbursements
of the Company's independent certified public accountants, (vi) Securities Act
liability insurance, if the Company desires such insurance, (vii) fees and
expenses of all other Persons retained by the Company, (viii) internal expenses
of the Company (including, without limitation, all salaries and expenses of
officers and employees of the Company performing legal or accounting duties),
(ix) the expense of any annual audit of the Company's financial statements, (x)
the fees and expenses incurred in connection with the listing of the securities
to be registered on any securities exchange, if applicable, and (xi) the
expenses relating to printing, word processing and distributing all Registration
Statements and any other documents necessary in order to comply with this
Agreement.
(b) The Company shall reimburse the Holders of the Registrable Securities
being registered in or Shelf Registration for the reasonable fees and
disbursements of not more than one counsel chosen by the Holders of a majority
in Amount of Registrable Securities to be included in such Registration
Statement.
6. Indemnification.
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The Company agrees to indemnify and hold harmless (i) each Initial
Purchaser, (ii) each Holder, (iii) each Person, if any, who controls (within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act) any of the foregoing (any of the Persons referred to in this clause (iii)
being hereinafter referred to as a "controlling person"), (iv) the respective
officers, directors, partners, employees, representatives and agents of each
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002