AMD 1994 Annual Report Download - page 312

be incurred through the closing proceedings, provided that such estimate shall
not thereafter preclude final settling of accounts between the Company and the
Administrative Agent; including any such costs, fees and expenses arising under
or referenced in Sections 2.8, 3.1 and 10.4.
(h) Certificate. A certificate signed by a Responsible Officer,
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dated as of the Funding Date, stating that:
(i) the representations and warranties contained in Article V
are true and correct on and as of such date, as though made on and as of
such date;
(ii) no Default or Event of Default exists or would result from
the Borrowing; and
(iii) there has occurred since September 25, 1994, no event or
circumstance that reasonably could be expected to have a Material Adverse
Effect;
(i) Financial Statements. A certified copy of financial statements of
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the Company and its Subsidiaries referred to in Section 5.11; and
(j) Other Documents. Such other approvals, opinions or documents as
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the Administrative Agent or any Bank may reasonably request.
4.2 Conditions to Making, Conversion or Continuation of Loans. The
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obligation of each Bank to make, convert or continue any Loan hereunder
(including its initial Loan) is subject to the satisfaction of the following
conditions precedent on the Funding Date or the relevant date of conversion or
continuation:
(a) Notice of Conversion/Continuation. In the case of a conversion or
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continuation, the Administrative Agent shall have received on or before the date
of conversion or continuation, the Notice of Conversion/Continuation, pursuant
to Section 2.4;
(b) Continuation of Representations and Warranties. The
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representations and warranties made by the Company contained in Article V shall
be true and correct on and as of the Funding Date, with the same effect as if
made on and as of the Funding Date (except to the extent such representations
and warranties expressly refer to an earlier date); and
(c) No Existing Default. No Default or Event of Default shall exist
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or shall result from such borrowing, conversion or continuation.
38.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995