AMD 2004 Annual Report Download - page 243

12.8 Limitation on Claims
If, based upon a substantially identical underlying factual basis, (A) an arbitrator, court, tribunal or other judicial authority determines in an
enforceable award, judgment or decision that Fujitsu or an Affiliate of Fujitsu shall make payments to, or on behalf of, the Company, and to or on behalf of AMD
or an Affiliate of AMD, in satisfaction of a breach of contract claim, indemnification claim, enforcement action or other legal or equitable claims of the Company
and of AMD or an Affiliate of AMD (other than in each case, for indemnification of AMD or an Affiliate of AMD against a Third Party Claim (as defined in the
Contribution Agreement)), related to any Transaction Document (as defined in the Contribution Agreement) or the transactions contemplated thereunder, and (B)
Fujitsu or its Affiliate makes the payments in satisfaction of the claim of the Company, the amounts payable to, or on behalf of, AMD or its Affiliate by Fujitsu
or its Affiliate shall be reduced by an amount equal to the product of (X) AMD’s Membership Interest at the time of the claim of the Company multiplied by (Y)
the aggregate amount paid by Fujitsu to, or on behalf of, the Company, in satisfaction of the claim of the Company.
ARTICLE 13.
MISCELLANEOUS
13.1 Amendments
13.1.1Joinder. Each Substitute Member shall become a signatory hereto by signing a Joinder Agreement substantially in the form of Exhibit B, and
this Agreement will be deemed to have been amended to give effect to such Joinder Agreement. By so signing, each Substitute Member, as the case may be, shall
be deemed to have adopted and to have agreed to be bound by all of the provisions of this Agreement.
13.1.2Requirement; Board Authority. Any provision of this Agreement may be amended, if, and only if, such amendment is in writing and is duly
executed by all Members; provided, however, that amendments may be made to this Agreement from time to time by the Board of Managers, without the consent
of either Member: (a) to delete or add any provision of this Agreement required to be so deleted or added by any Governmental Authority, which addition or
deletion is deemed by such Governmental Authority to be for the benefit or protection of all of the Members; or (b) to take such actions as may be reasonably
necessary (if any) to insure that the Company will be treated as a partnership for federal income tax purposes. Upon the making of any amendment to this
Agreement in accordance with the previous sentence, the Board of Managers shall prepare and file such documents and certificates as may be required under the
Act and under any other Applicable Law.
13.2 No Waiver
Any provision of this Agreement may be waived if, and only if, such waiver is in writing and is duly executed by the party against whom the waiver
is to be enforced. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any
single or partial waiver or exercise thereof preclude the enforcement of any other right, power or privilege.
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Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005