AMD 2004 Annual Report Download - page 427

(3) the Related Agreements to which the Lessee is a party constitute its legal, valid and binding agreements compulsorily enforceable against it in
accordance with their respective terms;
(4) neither the execution and delivery by the Lessee of the Related Agreements to which it is a party nor the consummation and performance by it of the
transactions contemplated thereby will require any consent or approval of, report or registration to, or any other procedure in respect of, any
Japanese public agencies or courts, except for those already obtained or done;
(5) there are no pending judicial or administrative proceedings which would adversely affect the exercise of its rights or performance of its obligations
by the Lessee under the Related Agreements to which it is a party; and
(6) Fujitsu Limited (called “Fujitsu” hereafter, principal office : 4-1-1 Kamikodanaka, Nakahara-ku, Kawasaki-shi, Kanagawa) shall continue to hold
directly or indirectly 40% or more of the issued and outstanding voting common shares of the Lessee during the period from the execution date of
this Agreement to the final Lease Rent Payment Date within the Lease Period from the closing date to June 30, 2007.
2 The representations and warranties in the immediately preceding clause shall be deemed repeated by the Lessee on and as of each Delivery Date and each
Lease Rent Payment Date for an Individual Transaction as if made under the situations existing on such date.
Article 21 (Covenants)
The Lessee covenants with the Lessor to perform the provisions set forth in Schedule 8.
Article 22 (Indemnity and Cost Bearing)
1 Except as otherwise specified in this Article 22, the Lessee shall incur or indemnify all or any of the Indemnitees for, and pay at the direction of the
relevant Indemnitees directly to the relevant authority or the third party for, the Tax and Other Public Charges and the Losses, Etc. imposed on or incurred
by all or any of the Indemnitees relating directly or indirectly to: the Equipment, the Unit or the Components; ownership, possession, use, operation, lease,
sublease, installation, custody, repair, maintenance, improvement, alteration, insurance, Encumbrances, Etc., delivery, purchase, conveyance, return,
Performance, Etc., structure, design, specification, utility, durability, operability or products thereof; any of the Related Agreements, or any payments
thereunder or other transactions contemplated thereby; provided however, that the Lessee shall not be obligated to make the indemnity or payment under
this clause in respect of the Tax and Other Public Charges imposed on or based on the net profit of such Indemnitee or of the Tax and Other Public
Charges otherwise provided in this Agreement.
2 With respect to the expenses for the preparation and execution of the Related Agreements, the attorney’s fees shall be borne by each party.
15
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005