AMD 1994 Annual Report Download - page 73

indentures convertible into voting stock. Except for Guarantor, no person
having any interest in Lessee has any right to cause a liquidation, distribution
or sale of all or a substantial portion of Lessee or its assets.
SECTION 3.1.9 Ownership of Properties. Except as permitted pursuant to
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Section 4.2.2, Guarantor and each of its Subsidiaries owns good and marketable
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title to all of its material properties and assets, real and personal, tangible
and intangible, of any nature whatsoever (including patents, trademarks, trade
names, service marks and copyrights), free and clear of all Liens, charges or
claims (including infringement claims with respect to patents, trademarks,
copyrights and the like other than infringement claims which would not
materially and adversely affect the business of Guarantor and its Subsidiaries,
taken as a whole, or infringement claims which are described in Guarantor's Form
10-K for the Fiscal Year ended December 27, 1992, Form 10-Q for the quarterly
periods ended March 28, 1993, June 27, 1993 and September 26, 1993, and Form 8-
Ks dated September 7, 1993, September 9, 1993 and October 25, 1993. To the best
of Guarantor's knowledge after due investigation, and subject to the last
sentence of this Section 3.1.9, Guarantor and each of its Subsidiaries owns or
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holds licenses for all necessary patents, patent rights and other similar
intellectual property rights to conduct its business as presently conducted.
Guarantor's right to use certain intellectual property rights pertaining to the
Intel 386 and 486 microprocessors is the subject of current litigation between
Guarantor and Intel Corporation. The current status of that litigation, and the
effect which that litigation may have upon Guarantor if determined adversely to
the Guarantor, are accurately described in Guarantor's Forms 10-Q dated June 27,
1993 and September 26, 1993.
SECTION 3.1.10 Taxes. Guarantor and each of its Subsidiaries has filed
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all tax returns and reports required by any Governmental Authority to have been
filed by it and has paid all Taxes and governmental charges thereby shown to be
owing, except any such Taxes or charges which are being diligently contested in
good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books.
SECTION 3.1.11 Pension and Welfare Plans. During the twelve-consecutive-
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month period prior to the date of the execution and delivery of this Guaranty no
steps have been taken to terminate any Pension Plan, and no contribution failure
has occurred with respect to any Pension Plan sufficient to give rise to a Lien
under section 302(f) of ERISA. No condition exists or event or transaction has
occurred with respect to any Pension Plan which might result in the incurrence
by Guarantor or any member of the Controlled Group of any material liability,
fine or penalty. Neither Guarantor nor any member of the Controlled Group has
any contingent liability with respect to any post-retirement benefit under a
Welfare Plan, other
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995