AMD 2000 Annual Report Download - page 254

SECTION 11.1 Absolute and Unconditional Nature of the Sponsors' Obligations.
The obligation of the Sponsors to perform their respective obligations under
this Agreement, and the right of AMD Saxonia or the Agent or the Security Agent,
as applicable, to receive the proceeds of each payment to be made to or for the
account of AMD Saxonia as provided herein and in each of the other Operative
Documents, shall be absolute, irrevocable, and unconditional, it being the
intention of the parties hereto that all obligations of the Sponsors under or in
connection with this Agreement shall be paid and performed in all events in the
manner and at the times herein provided, irrespective of and without prejudice
to, in particular, any rights or remedies that are available to the other
parties hereto and thereto under any agreements or any applicable laws. The
Sponsors shall be entitled to setoff, and to raise rights of retention, in
respect of their respective payment claims hereunder and under the other
Operative Documents only to the extent their respective counterclaims are
undisputed or have been the subject of a final binding arbitral or court
decision.
ARTICLE XII
Representations and Warranties
SECTION 12.1 Representations and Warranties of AMD Inc. AMD Inc. hereby
represents and warrants to the Agent and the Security Agent as follows:
(i) Organization; Corporate Power.
AMD Inc. and each Material AMD Inc. Subsidiary:
(a) is a corporation duly incorporated, validly existing, and (where
the concept has a technical meaning) in good standing under the
laws of the jurisdiction of its incorporation;
(b) is duly qualified or licensed and (where the concept has a
technical meaning) in good standing as a foreign corporation
authorized to do business in each other jurisdiction where,
because of the nature of its activities or properties in such
jurisdiction, such qualification or licensing is required,
(c) has all requisite corporate power and authority to own, operate,
and lease its assets and properties and to carry on the business
in which it is engaged and in which it proposes to engage;
(d) that is an AMD Company, has all requisite corporate power and
authority:
(x) to execute, deliver, and perform its obligations under each
of the Operative Documents to which it is a party; and
(y) to assign, and grant a security interest in, the Security in
the manner and for the purpose contemplated by the Security
Documents to which it is a party; and
(e) is in compliance with all Requirements of Law
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001