AMD 1994 Annual Report Download - page 71

ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Representations and Warranties. Guarantor hereby represents
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and warrants to Lessor as set forth in this Article III.
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SECTION 3.1.1 Organization, etc. Guarantor and each of its Subsidiaries
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is a corporation validly organized and existing and in good standing under the
laws of the State of its incorporation or organization, is duly qualified to do
business and is in good standing as a foreign corporation in each jurisdiction
where the nature of its business requires such qualification (except where the
failure so to qualify would not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the financial condition,
operations, assets, business, properties or prospects of Guarantor) and has full
power and authority and holds all requisite Governmental Approval to enter into
and perform its obligations under this Guaranty and each of the Operative
Documents and to own and hold under lease its properties and to conduct its
business substantially as currently conducted by it.
SECTION 3.1.2 Due Authorization, Non-Contravention, etc. The execution,
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delivery and performance by Guarantor of this Guaranty and each of the Operative
Agreements to which it is a party is within the Guarantor's corporate powers,
has been duly authorized by all necessary corporate action, and does not
(a) contravene Guarantor's Organic Documents;
(b) contravene any Governmental Requirement, Governmental Approval or
any material contractual restriction (including contractual restrictions
contained in any loan agreement or instrument to which Guarantor is a
party) binding on or affecting Guarantor; or
(c) result in, or require the creation or imposition of, any Lien on
any of Guarantor's properties (except in favor of Lessor).
SECTION 3.1.3 Government Approval, Regulation, etc. No Governmental
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Approval or other consent or approval of any Person which has not been obtained
is required for the due execution, delivery or performance by Guarantor of this
Guaranty or any other Operative Agreement to which it or the Lessee is a party,
or for the exercise by Lessor of any of its rights or remedies hereunder or
thereunder. Neither Guarantor nor any of its Subsidiaries is an "investment
company" within the meaning of the Investment Company Act of 1940, as amended,
or a "holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company",
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995