AMD 2004 Annual Report Download - page 244

13.3 Entire Agreement
This Agreement, together with the Contribution Agreement and the other documents, exhibits and schedules referred to herein and therein,
constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and supersede any and all prior oral and written, and all
contemporaneous oral, agreements or understandings pertaining thereto. There are no agreements, understandings, restrictions, warranties or representations
relating to such subject matter among the parties other than those set forth herein, in the Contribution Agreement and in the other documents, exhibits and
schedules referred to herein and therein.
13.4 Further Assurances
Each of the parties hereto does hereby covenant and agree on behalf of itself, its successors, and its assigns, without further consideration, to
prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents and statements, and to take such other action as may be
required by law or reasonably necessary or advisable to effectively carry out the purposes of this Agreement.
13.5 Notices
Unless otherwise provided herein, all notices, requests, instructions or consents required or permitted under this Agreement shall be in writing and
will be deemed given: (a) when delivered personally; (b) when sent by confirmed facsimile; (c) ten (10) Business Days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) three (3) Business Days after deposit with an internationally recognized commercial overnight
carrier specifying next-day delivery, with written verification of receipt. All communications will be sent to the addresses listed on Exhibit A (or to such other
address or facsimile number as may be designated by a party giving written notice to the other parties pursuant to this Section 13.5).
13.6 Tax Matters
13.6.1Tax Matters Partner.
(a) The Company shall file an election pursuant to Code Section 6231(a)(1)(B)(ii) to have Code Section 6231(a)(1)(B)(i) not apply. For so
long as AMD Member and/or any of its Affiliates has an aggregate Percentage Interest greater than fifty percent (50%), AMD Member shall serve as the
Company’s “Tax Matters Partner” (as defined in Code Section 6231(a)(7)) and shall perform any similar or corresponding role under applicable state law. The
Tax Matters Partner shall perform the duties imposed on a Tax Matters Partner under the Code and shall be entitled to expend Company funds for (or to be
reimbursed for) reasonable third-party costs relating thereto. All legal and accounting fees relating to any audits of the Company shall be borne by the Company;
provided, that the Members shall bear the costs of any audits of their separate tax returns. In the event the United States Internal Revenue
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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