AMD 2000 Annual Report Download - page 238

"Subsidiary" means with respect to (i) any Person organised and
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existing under the laws of the Federal Republic of Germany, a subsidiary within
the meaning of the term "abhangiges Unternehmen" in (S) 17 of the German Stock
Corporation Act (Aktiengesetz); and (ii) any other Person, a corporation or
other entity of which such Person or such Person and/or such Person's other
Subsidiaries own, directly or indirectly, more than 50% of the ordinary voting
power for the election of directors or others performing similar functions.
"Subsidies" has the meaning assigned to that term in Section 6.1.
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"Taxes" has the meaning assigned to that term in Section 14.5(a).
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"Technical Advisor" means Fraunhofer Institut fur
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Siliziumtechnologie, Itzehoe, or such other technical advisor as may be
appointed by the Security Agent with the consent of each AMD Company, which
consent shall not be unreasonably delayed or withheld.
"Technical Advisor's Report" means that certain report dated October
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16, 1996 from the Technical Advisor to the Agent prepared for purposes of this
Agreement and the other Operative Documents and the transactions contemplated
hereby and thereby.
"Technical Completion" shall be deemed to have occurred when:
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(i) all of the conditions set forth in the form of Technical
Completion Certificate (Obligors) attached to the Loan
Agreement as Schedule 9 thereto have been satisfied in all
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material respects, all of the statements appearing in said
form of Certificate are true and correct in all material
respects, and the Agent shall have received a fully executed
counterpart of such Certificate; and
(ii) the Agent shall have received a fully executed counterpart of
the Technical Completion Certificate (Technical Advisor).
"Technical Completion Certificates" means the Technical Completion
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Certificate (Obligors) and the Technical Completion Certificate (Technical
Advisor).
"Technical Completion Certificate (Obligors)" means a certificate,
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in the form set out in Schedule 9 to the Loan Agreement (appropriately completed
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and with the legal opinion therein referred to attached), executed by the AMD
Companies, and delivered to the Agent.
"Technical Completion Certificate (Technical Advisor)" means a
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certificate, in the form set out in Schedule 10 to the Loan Agreement
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(appropriately completed), executed by the Technical Advisor, and delivered to
the Agent.
"Total Tranche A Commitment Amount" means DM 1,500,000,000 (one
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billion five hundred million Deutsche Marks), as such amount shall be reduced by
any reductions to (but not utilizations of) the commitments of the Banks under
"Facility A" under the Loan Agreement.
"Tranche A Advances" means Advances made by the Banks or any Bank
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pursuant to "Facility A" under the Loan Agreement.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001