AMD 2003 Annual Report Download - page 168

the Drawdown Date. In the event that any of the following matters is found to be untrue or incorrect, the Borrower shall fully indemnify all of the losses
and costs incurred by the Lender and the Agent by such untrue or incorrect representation and warranty:
(i) The Borrower is a stock company (kabushiki kaisya) duly incorporated and validly existing under the laws of Japan.
(ii) The Borrower has a legal capacity (sui juris) necessary for execution and performance of this Agreement, the execution and performance of this
Agreement by the Borrower and any transactions associated herewith are within the corporate purposes of the Borrower and the Borrower has
duly completed all procedures necessary therefor under the Laws and Ordinances, the Articles of Incorporation and other internal company rules
of the Borrower.
(iii) The execution and performance of this Agreement by the Borrower and any transactions associated herewith does not result in (a) any violation
of Laws and Ordinances which bind the Borrower, (b) any breach of its Articles of Incorporation and other internal company rules of the
Borrower, and (c) any material breach of a third-party contract to which the Borrower is a party or which binds the Borrower or the assets of the
Borrower.
(iv) The person who signed or attached his/her name and seal to this Agreement is authorized to sign or attach his/her name and seal to this
Agreement as the representative of the Borrower by all procedures necessary pursuant to the Laws and Ordinances, Articles of Incorporation or
other internal company rules of the Borrower.
(v) This Agreement constitutes legal, valid and binding obligations of the Borrower, and is enforceable against the Borrower in accordance with the
terms of this Agreement.
(vi) All Reports prepared by the Borrower are accurately and duly prepared in accordance with the accounting standards which is generally accepted
as fair and appropriate one in Japan.
(vii) After the last day of the fiscal year ended on March 31, 2003, no material change, which will cause a material deterioration of the business,
assets, or financial condition of the Borrower described in the audited fiscal statement of that fiscal year and which may materially affect the
performance of the obligations of the Borrower under this Agreement, has occurred.
(viii) No lawsuit, arbitration, administrative procedure, or any other dispute has commenced or, to the knowledge of the Borrower, is likely to
commence with respect to the Borrower, which will or may materially cause adverse effects on the performance of its obligations under this
Agreement.
(ix) No matter described in the items of Clauses 22.1 and 22.2 has occurred or is likely to occur.
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Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004