AMD 2000 Annual Report Download - page 256

(a) The provisions of each of the Security Documents which has been
executed and delivered by a Sponsor are effective to create in
favor of the Security Agent for the benefit of the Secured
Parties, a legal, valid, and enforceable first priority
Encumbrance on all rights, title, and interest of such Sponsor in
the Security described therein, subject only to Permitted
Encumbrances; and all necessary filings and recordings have been
made in the requisite offices in all of the jurisdictions
necessary or appropriate to perfect or continue perfected with
such priority such Encumbrance on such Security.
(b) Each Security Document which has been executed and delivered by a
Sponsor is effective to grant to the Security Agent a legal,
valid, and enforceable security interest on all rights, title,
and interest of the relevant Sponsor in the Security described
therein. When each such Security Document is duly recorded or
filed in the applicable recording or filing office(s), if any,
and the recording or filing fees and taxes, if any, in respect
thereof are paid and compliance is otherwise had with the formal
requirements of applicable law applicable to the recording and
filing of security documentation generally, such Security is
subject to a legal, valid, enforceable, and perfected first
priority Encumbrance.
(v) Financial Information; No Material Adverse Change.
(a) The audited consolidated balance sheet of AMD Inc. and its
Subsidiaries dated December 31, 1995, the unaudited consolidated
balance sheet of AMD Inc. and its Subsidiaries for the Fiscal
Quarter ending on or about December 30, 1996, and in each case
the related consolidated statements of income or operations,
shareholders' equity and cash flows for the fiscal period ended
on such dates:
(x) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise
expressly noted therein, subject to ordinary, good faith
year-end audit adjustments, in the case of quarterly
financial statements;
(y) are complete and accurate in all material respects and
fairly present the consolidated financial condition of AMD
Inc. and its Subsidiaries as of the dates thereof and
results of operations and cash flows for the periods covered
thereby; and
(z) except as specifically disclosed in the Disclosure
Schedules, show all material indebtedness and other
liabilities, direct or contingent, of AMD Inc. and its
consolidated Subsidiaries as of the date thereof, including
liabilities for taxes, material commitments, and Contingent
Liabilities.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001