AMD 2002 Annual Report Download - page 211

otherwise cause sufficient funds to be made available, to AMD Holding as shall be necessary to enable AMD Holding to so contribute to AMD Saxonia and
AMD Inc. shall cause AMD Holding to do the same) in an amount equal to the amounts paid by AMD Saxonia (including payments by AMD Saxonia to AMD
Holding or AMD Admin) in respect of the Liabilities, as follows:
To the extent AMD Saxonia has drawn all amounts available for drawing under the Revolving Loan Facility Agreement prior to the payment of such Liabilities,
such Sponsors’ Loans or Equity Capital contribution shall be made at the same time as the payment of the Liabilities.
To the extent AMD Saxonia has not drawn all amounts available for drawing under the Revolving Loan Facility Agreement prior to the payment of such
Liabilities, such Sponsors’ Loans or Equity Capital contribution shall be made at the time that AMD Saxonia draws all amounts available for drawing under the
Revolving Loan Facility Agreement.
SECTION 14.4 SAB Related Agreements Indemnity. The Sponsors, jointly and severally, hereby agree to indemnify, exonerate, and hold the Agent, and each of
the officers, directors, employees of the Agent (herein collectively called the “SAB 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 SAB
Liabilities”), which may be incurred by or asserted against the SAB Indemnitees or any SAB Indemnitee as a result of, or arising out of, or relating to, or in
connection with, the SAB Related Agreements (other than any such Indemnified SAB Liabilities finally determined by a court of competent jurisdiction to have
resulted from the gross negligence or wilful misconduct of an SAB Indemnitee), 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 SAB
Liabilities which is permissible under applicable law.
SECTION 14.5 Payments Free and Clear of Taxes, etc. Each of the Sponsors and Additional Partner Companies hereby agree that:
(a) All payments by such Sponsor or Additional Partner Company hereunder shall be made to the Person entitled thereto in Same Day Funds, free and
clear of and without deduction for any present or future income, excise, stamp, or franchise taxes and other taxes, fees, duties, withholdings, or other
charges of any nature whatsoever imposed by any taxing authority on such payments, but excluding taxes imposed on or measured by such Person’s
net income or receipts or the net income or receipts of any branch thereof (such non-excluded items being called “Taxes”). In the event that any
withholding or deduction from any payment to be made by either of the Sponsors or the Additional Partner Companies hereunder is required in
respect of any Taxes pursuant to any applicable law, rule, or regulation, then such Sponsor or Additional Partner Company will, subject toSection
14.5(d),
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003