AMD 2002 Annual Report Download - page 212

(i) pay directly to the relevant authority the full amount required to be so withheld or deducted;
(ii) promptly forward to such Person (with a copy to the Security Agent) an official receipt or other documentation satisfactory to the Security Agent
evidencing such payment to such authority; and
(iii) pay to such Person such additional amount or amounts as is necessary to ensure that the net amount actually received by such Person will equal the
full amount such Person would have received had no such withholding or deduction been required.
Moreover, if any Taxes are directly asserted against any Person entitled to receive a payment under this Agreement with respect to any payment
received by such Person hereunder, such Person may pay such Taxes and the Sponsors or Additional Partner Companies will promptly pay such
additional amounts (including any penalties, interest, or expenses, but only (in the case of penalties or interest) to the extent not resulting from a
negligent or wilful failure to pay any or all of such Taxes by such Person, as the case may be) as is necessary in order that the net amount received
by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have
received had no such Taxes been asserted.
(b) The additional amount or amounts that either Sponsor or Additional Partner Company shall be required to pay pursuant toclause (iii) of
Section 14.5(a) shall be reduced, to the extent permitted by applicable law, by the amount of the offsetting tax benefits, if any, as determined
by the relevant Person in the exercise of its sole discretion, which such Person actually receives and utilises as a result of such Sponsor’s or
Additional Partner Company’s payment underclause (i) ofSection 14.5(a) to the relevant authority (it being expressly understood and agreed
that such Person shall be required to use commercially reasonable efforts to claim or utilise any such benefit which may be available to it
unless it believes in good faith that to do so would be inconsistent with its internal tax and other policies or if, in its good faith judgment, it
would be disadvantaged in any respect with respect to its tax position or planning).
(c) Subject to the relevant Person complying withSection 14.5(d) below, if any of the Sponsors or Additional Partner Companies fails to pay any
Taxes when due to the appropriate taxing authority or fails to remit to the applicable recipient hereunder the required receipts or other
required documentary evidence, such Sponsor or Additional Partner Company shall indemnify such Person for any incremental Taxes,
interest, or penalties that may become payable by such Person as a result of any such failure.
(d) Each Person entitled to receive a payment hereunder that is entitled to claim an exemption (either on its own account or for the account of the
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003