AMD 2001 Annual Report Download - page 163

upon and in conformity with information relating to a Holder furnished to the
Company in writing by such Holder expressly for use in any Registration
Statement or Prospectus, or any amendment or supplement thereto or any related
preliminary prospectus.
If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such Person (the "Indemnified Person") shall promptly
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notify the Person or Persons against whom such indemnity may be sought (each an
"Indemnifying Person") in writing of the commencement thereof; but the failure
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so to notify the Indemnifying Person (i) will not relieve it from liability
under the two immediately preceding paragraphs unless and to the extent it did
not otherwise learn of such action and such failure results in the forfeiture by
the Indemnifying Person of substantial rights and defenses; and (ii) will not,
in any event, relieve the Indemnifying Person from any obligations to any
Indemnified Person other than the indemnification obligation provided in the two
preceding paragraphs. Such Indemnifying Person, upon request of the Indemnified
Person, shall retain counsel satisfactory to the Indemnified Person to represent
the Indemnified Person and any others entitled to indemnification pursuant to
this Section 6 that the Indemnifying Person may designate in such proceeding and
shall pay the fees and expenses of such counsel related to such proceeding. In
any such proceeding, any Indemnified Person shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless (i) the use of counsel chosen by the
Indemnifying Person to represent the Indemnified Person would present such
counsel with a conflict of interest; (ii) the actual or potential defendants in,
or targets of, any such action include both the Indemnified Person and the
Indemnifying Person and the Indemnified Person shall have reasonably concluded
that there may be legal defenses available to it and/or other Indemnified
Person(s) which are different from or additional to those available to the
Indemnifying Person; (iii) the Indemnifying Person shall not have employed
counsel satisfactory to the Indemnified Person to represent the Indemnified
Person within a reasonable time after notice of the institution of such action;
or (iv) the Indemnifying Person shall authorize the Indemnified Person to employ
separate counsel at the expense of the Indemnifying Person. It is understood
that an Indemnifying Person shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Indemnified Persons, and that all such fees and expenses shall be reimbursed
as they are incurred. Any such separate firm for the Indemnified Holders shall
be designated in writing by the Holders of the majority in Amount of Registrable
Securities, and any such separate firm for the Company, its directors,
respective officers and such control Persons of the Company shall be designated
in writing by the Company. No Indemnifying Person shall, without the prior
written consent of the Indemnified Person, effect any settlement or compromise
or consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified parties
are actual or potential parties to such claim or action), unless such
settlement, compromise or consent
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002