AMD 1994 Annual Report Download - page 386

ABN AMRO Bank N.V
CIBC Inc
Page 3
or the other Loan Documents, or (iii) the rights of any party to the
Agreement or the other Loan Documents.
3. Each of the Company's Material Subsidiaries is a corporation (or,
in the case of AMD (Thailand) Ltd. and Advanced Micro Devices (Singapore)
Pte. Ltd., a limited liability company and a private limited company,
respectively) duly organized, validly existing and in good standing (where
such concept is applicable) under the laws of the jurisdiction of its
formation, and has the requisite corporate power and authority to own,
lease, license and operate its Property, and to conduct its business in
which it is currently engaged.
4. AMD International Sales & Service, Ltd., a Delaware Corporation,
is duly licensed and qualified to transact business, and is in good
standing, in the State of California. With the exception of the activities
of AMD International Sales & Service, Ltd. in California, as to each
Material Subsidiary, neither its ownership, lease, license or operation of
Property nor the conduct of its business requires that such Material
Subsidiary be licensed and qualified to transact business as a foreign
corporation under the laws of any state of the United States, except to the
extent that the failure to be so qualified would not, in the aggregate,
materially adversely affect (i) the business, operations, Property or
financial or other condition of the Company and its Subsidiaries on a
consolidated basis, (ii) the ability of the Company to perform its
obligations under the Agreement and the other Loan Documents to which it is
a party, or (iii) the rights of any party to the Agreement or the other
Loan Documents. AMD International Sales & Service, Ltd. is duly licensed
and qualified to transact business, and is in good standing (to the extent
such concept is applicable), in The Netherlands.
5. The Agreement, the borrowings proposed to be made thereunder and
the other Loan Documents have been duly authorized by the Company and no
further corporate action is required in connection therewith. The
Agreement and the other Loan Documents to which the Company is a party have
each been duly executed and delivered on behalf of the Company and each
constitutes the legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995