AMD 2005 Annual Report Download - page 145

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amending or terminating the Distribution Agreement. The Parties may choose to terminate this Agreement earlier by mutual written agreement. Sections 5, 6, 7,
8 and 9 shall survive any termination or expiration of this Agreement.
7. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR FOR ANY INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. Each party
acknowledges that the foregoing limitations are an essential element of the Agreement between the Parties and that in the absence of such limitations the terms
set forth in this Agreement would be substantially different.
8. Disclaimer of Warranty. The Parties acknowledge and agree that all services provided under this Agreement are provided “AS IS,” without any warranty of
any kind.
9. Miscellaneous.
A. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts
of laws principles.
B. Assignment. Except to the extent provided by the foregoing, neither this Agreement nor any of the rights, interests or obligations of either party shall be
assigned or delegated without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement to a successor
in interest upon a change of control, merger, reorganization, or sale of all or substantially all of the assets of the assigning party. Any unauthorized assignment or
delegation shall be null and void ab initio. All of the terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the respective successors and permitted assigns of the parties hereto.
C. Force Majeure. Neither Party shall be liable for a failure or delay in its performance under this Agreement where such failure or delay is the result of
fire, flood, earthquake or other natural disaster, act of God, riot, labor dispute, war, embargo, armed hostilities or acts of terrorism, any declaration of war by
Congress or any other national or international emergency, the intervention of any governmental authority, or any other cause beyond such Party’s reasonable
control.
D. Interpretation. The parties have negotiated this Agreement with opportunity to consult their respective attorneys. Accordingly, the language of this
Agreement shall not be construed for or against any party. This Agreement shall not be modified, supplemented, qualified, or interpreted by any trade usage or
prior course of dealings between the parties not expressly made a part of this Agreement. Any capitalized term not defined herein shall have the same meaning as
defined in the Distribution Agreement.
E. Severability. If any provision of this Agreement or the application thereof is found invalid or unenforceable by a court, governmental agency or
administrative body of competent jurisdiction in a particular territory, then that provision shall be amended for purposes of that territory only as required to be
valid and enforceable to the fullest extent possible in that territory while still achieving as nearly as possible the same economic, legal and contractual effect as
the original provision in that territory and the remainder of this Agreement shall remain in full force and effect.
Source: ADVANCED MICRO DEVIC, 10-K, February 27, 2006