AMD 2002 Annual Report Download - page 210

the officers, directors, employees of the Agent, the Security Agent, and the Paying Agent (herein collectively called the “Indemnitees”) free and harmless from
and against any and all actions, claims, losses, liabilities, damages, and expenses, including, without limitation, reasonable legal fees and expenses (herein
collectively called the “Indemnified Liabilities”), which may be incurred by or asserted against the Indemnitees or any Indemnitee as a result of, or arising out of,
or relating to, or in connection with:
(i) the failure by either Sponsor or the relevant Additional Partner Company to comply with its respective obligations under this Agreement, the
Conversion Documents, the Amendment Agreements, the Sponsors’ Guaranty, the Sponsors’ Loan Agreement and the Revolving Loan Facility
Agreement (subject, in the case of Indemnified Liabilities arising fromArticle XIII, to the provisions ofSection 13.8);
(ii) the inaccuracy by either Sponsor of any of its representations and warranties contained in any of the Operative Documents to which it is a party as
and when made or reaffirmed as the case may be (provided that AMD Inc. shall have no liability under thisSection 14.2 in respect of any inaccuracy
by AMD Holding of the representation and warranty contained inSection 12.2 (xi)); and
(iii) any investigation, litigation, or proceeding related to this Agreement or the consummation of the transactions contemplated hereby, whether or not
any such Indemnitee is a party thereto, and, to the extent that the foregoing undertaking may be unenforceable for any reason, the Sponsors, jointly
and severally, hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law.
In no event shall AMD Inc. indemnify the Indemnitees against any liabilities of AMD Saxony LLC or, following the Substitution, AMD Admin, arising solely by
virtue of AMD Saxony LLC, or, following the Substitution, AMD Admin, being generally liable for the obligations of AMD Saxonia as the general partner of
AMD Saxonia.
SECTION 14.3 Undertaking to Contribute. AMD Inc. hereby undertakes that in the event:
(i) Either: (A) a liability is imposed on AMD Saxonia, AMD Holding or AMD Admin as a result of the German tax authorities re-characterising
interest on the Sponsors’ Loans or Revolving Loans as dividends; or (B) a liability is imposed on AMD Saxonia, AMD Holding or AMD Admin as
a result of the German tax authorities ruling that AMD Saxonia, AMD Holding or AMD Admin, as the case may be, is not sufficiently profitable
(any such liability referred to in (A) and (B) being together, the “Liabilities”), and, in the case of either (A) or (B)
(ii) AMD Saxonia, AMD Holding and/or AMD Admin make payments to the German tax authorities in respect of the Liabilities as required by German
law,
AMD Inc. shall advance Sponsors’ Loans to AMD Saxonia or contribute Equity Capital (or other contributions to AMD Saxonia’s capital reserves) to AMD
Holding (and AMD Inc. shall to the extent necessary and depending on where the Liability arises, contribute sufficient funds or
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003