Common use of Vendor Actions Clause in Contracts

Vendor Actions. If a third-party vendor’s acts or omissions under a Spansion Third Party Contract (a “Vendor Action”) prevents, hinders, or delays AMD’s performance of its obligations under this Agreement, AMD will promptly notify Spansion. AMD shall be excused from failure to meet a Service Level or otherwise perform its obligations under this Agreement only to the extent that a failure to meet such Service Level or otherwise perform its obligations was caused by a Vendor Action, provided that AMD continues to use reasonable efforts to perform despite such Vendor Action and works with Spansion to resolve the problem and resume conformance with the Service Levels and performance of AMD’s obligations under this Agreement as soon as practicable, and unless AMD materially failed to perform its management obligations with respect to such vendor related to the Vendor Action. If AMD obtains damages or other remedies from a vendor in connection with the Vendor Action, AMD will pass on the amount of such damages or remedies to Spansion.