AMD 1994 Annual Report Download - page 313

Each Notice of Conversion/Continuation submitted by the Company hereunder shall
constitute a representation and warranty by the Company hereunder, as of the
date of each such notice and as of the date of each conversion or continuation
relating thereto, that the conditions in this Section 4.2 relevant to the
conversion or continuation are satisfied.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
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The Company represents and warrants to the Administrative Agent and each
Bank that as of the Funding Date:
5.1 Corporate Existence and Power. The Company and each of its
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Material Subsidiaries:
(a) if a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation;
(b) has the power and authority and all governmental licenses,
authorizations, consents and approvals to own its assets, carry on its business
and to execute, deliver, and perform its obligations under, the Loan Documents;
(c) is duly qualified as a foreign corporation, licensed and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification; and
(d) is in compliance with all Requirements of Law; except, in each
case referred to in clause (c) or clause (d), to the extent that the failure to
do so could not have a Material Adverse Effect.
5.2 Corporate Authorization; No Contravention. The execution, delivery
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and performance by the Company of this Agreement and each other Loan Document to
which it is party, have been duly authorized by all necessary corporate action,
and do not and will not:
(a) contravene the terms of any of the Company's Organization
Documents;
(b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, any document evidencing any Contractual Obligation
to which the Company is a party or any order, injunction, writ or decree of any
39.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995