AMD 1994 Annual Report Download - page 311

(c) Notice of Borrowing. The notice of borrowing specified in
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Section 2.3;
(d) Resolutions: Incumbency. Each of the following:
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(i) copies of the resolutions of the board of directors of the
Company approving and authorizing the execution, delivery and performance
by the Company of this Agreement and the other Loan Documents to be
delivered hereunder, and authorizing the borrowing of the Loans, certified
as of the Funding Date by the Secretary or an Assistant Secretary of the
Company; and
(ii) a certificate of the Secretary or Assistant Secretary of the
Company, certifying as of the Funding Date the names and true signatures of
the officers of the Company authorized to execute and deliver, as
applicable, this Agreement, and all other Loan Documents to be delivered
hereunder;
(e) Certificate of Incorporation; By-laws and Good Standing. Each
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of the following documents:
(i) the articles or certificate of incorporation of the Company
as in effect on the Funding Date, certified by the Secretary of State of
the state of incorporation of the Company as of a recent date and by the
Secretary or Assistant Secretary of the Company as of the Funding Date and
the bylaws of the Company as in effect on the Funding Date, certified by
the Secretary or Assistant Secretary of the Company as of the Funding Date;
and
(ii) a good standing certificate for the Company from the
Secretary of State of its state of incorporation and each state where the
Company is qualified to do business as a foreign corporation as of a recent
date, together with bring-down certificate by telex or telefacsimile for
the states of California, Delaware and Texas, dated January 5, 1995;
(f) Legal Opinion. An opinion of Bronson, Bronson & McKinnon, counsel
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to the Company, dated the Funding Date and addressed to the Administrative Agent
and the Banks, substantially in the form of Exhibit F;
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(g) Payment of Fees. The Company shall have paid all costs, accrued
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and unpaid fees and expenses to the extent then due and payable on the Funding
Date, together with Attorney Costs to the extent invoiced prior to or on the
Funding Date, together with such additional amounts of Attorney Costs as shall
constitute a reasonable estimate of Attorney Costs incurred or to
37.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995