AMD 2001 Annual Report Download - page 162

Initial Purchaser, the Holders (including predecessor Holders) or any
controlling person (any person referred to in clause (i), (ii), (iii) or (iv)
may hereinafter be referred to as an "Indemnified Holder"), from and against any
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and all losses, claims, damages, liabilities, joint or several, and judgments
(including, without limitation, reasonable legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim
asserted) to which they become subject under the Securities Act, the Exchange
Act or other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or
Prospectus or any amendment or supplement thereto or any related preliminary
prospectus, or arise out of or are based upon any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, and agrees to reimburse each such Indemnified Person, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action, except insofar as such losses, claims, damages or
liabilities arise out of or are based on any untrue statement or omission or
alleged untrue statement or omission made in the Registration Statement or
Prospectus, or any amendment thereof or supplement thereto or any related
preliminary prospectus, in reliance upon and in conformity with information
relating to any Holder furnished to the Company in writing by or on behalf of
any such Holder expressly for use therein; provided, that the Company shall not
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be liable to any Indemnified Holder under the indemnity agreement in this
Article 6 with respect to any preliminary prospectus to the extent that any such
loss, claim, damage or liability of such Indemnified Holder results from the
fact that such Indemnified Holder sold Registrable Securities to a Person as to
whom it shall be established that there was not sent or given, at or prior to
the written confirmation of such sale, a copy of the final Prospectus in any
case where such delivery is required by the Securities Act if the Company had
previously furnished copies thereof in sufficient quantities to such Indemnified
Holder and the loss, claim, damage or liability of such Indemnified Holder
results from an untrue statement or omission of a material fact contained in the
preliminary prospectus that was (i) identified to such Indemnified Holder at or
prior to the earlier of the filing with the SEC or the furnishing to such
Indemnified Holder of the corrected Prospectus and (ii) corrected in the final
Prospectus. The Company shall notify each Indemnified Holder promptly of the
institution, threat or assertion of any claim, proceeding (including any
governmental investigation) or litigation in connection with the matters
addressed by this Agreement which involves the Company or such Indemnified
Holder.
Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, each of its directors, each of its officers and each
Person who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company to each Holder, but only with reference to
such losses, claims, damages or liabilities which are caused by any untrue
statement or omission or alleged untrue statement or omission made in reliance
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002