AMD Saxonia and AMD Sample Clauses

AMD Saxonia and AMD. Holding agree that this Agreement is limited to research, design and development of semiconductor products. Any activities of AMD Saxonia relating to the production of semiconductors, including the transfer of production tooling, shall not be deemed to be Services or Design Activities hereunder and, to the extent covered thereby, shall be subject to the AMD Saxonia Wafer Purchase Agreement. In the event of any conflict or inconsistency between this Agreement and the AMD Saxonia Wafer Purchase Agreement, the terms of the AMD Saxonia Wafer Purchase Agreement shall prevail.
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AMD Saxonia and AMD. Holding agree that the purpose of this Agreement and the related Services and Design Activity is the creation of intellectual property. However, from time to time, such intellectual property may be transferred in the form of tangible personal property. The transfer of any tangible personal property is solely for the purpose of conveying or exchanging intellectual property or "Ideas". ----- Examples of such tangible personal property may include, but are not limited to, magnetic tapes, pattern generation tapes, test tapes, schematic diagrams, prototypes and prototype tooling. Both parties agree that, in the aggregate, the fair market value of such tangible property transferred to AMD Holding shall not exceed U.S. $5,000 dollars per year. The provisions of this paragraph are intended solely for valuation purposes under the various state sales and use tax rules in the U.S.A. and do not in any way alter the compensation provisions of this Article II, which is the sole and controlling provision for the ---------- compensation to AMD Saxonia for the Services and Design Activities under this Agreement.
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AMD Saxonia and AMD. Holding represents and warrant to the Banks as follows:
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AMD Saxonia and AMD. Holding have taken all necessary steps and obtained all necessary consents to enter into this Amendment Agreement and the Amendment Agreements to the Operative Documents and other documents referred to in (S) 3.1 and (S) 4.1.1 through (S) 4.1.9 in a legally binding manner and to exercise its respective rights thereunder.
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AMD Saxonia and AMD. Holding have submitted all necessary tax filings within a reasonable time of the relevant due date and in any event before penalties attach thereto. Neither AMD Saxonia nor AMD Holding is in default in relation to the payment of any tax claims or any other public law claims, other than those referred to in (S) 15.1.17, which are due except for these which are being contested in good faith by appropriate proceedings and for which proper provision has been made in accordance with German generally accepted accounting principles. There is no proposed tax assessment against AMD Saxonia or AMD Holding which would, if made, have a material adverse effect on the financial position of AMD Holding or AMD Saxonia.
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