AMD 2000 Annual Report Download - page 264

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 AMD Holding 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 Holding and its
Subsidiaries as at 31 December 1996, and the audited balance
sheet of AMD Saxonia as at 31 December 1996, and in each case the
related consolidated statements of income or operations,
shareholders' equity and cash flows for the period from
incorporation to such date:
(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;
(y) are complete and accurate in all material respects and
fairly present the consolidated financial condition of AMD
Holding and AMD Saxonia, or the financial condition of AMD
Saxonia, as the case may be, as of the date thereof and
their results of operations and cash flows for the period
covered thereby; and
(z) except as specifically disclosed in the Disclosure
Schedules, show all material indebtedness and other
liabilities, direct or contingent, of AMD Holding and AMD
Saxonia as of the date thereof, including liabilities for
taxes, material commitments, and Contingent Liabilities.
(b) Since the respective dates of incorporation of AMD Holding and
AMD Saxonia, there has been no Material Adverse Effect with
respect to AMD Holding or AMD Saxonia, except as may be
specifically disclosed in the Disclosure Schedules.
(vi) Litigation.
Except as specifically disclosed in the Disclosure Schedules, there
are no actions, suits, proceedings, claims, or disputes pending, or to
the best knowledge of the Sponsors, threatened or contemplated, at
law, in equity, in arbitration or before any Governmental Authority,
against AMD Holding or AMD Saxonia or any of their respective
properties which:
(a) purport to affect or pertain to this Agreement or any other
Operative Document, or the entirety of the transactions
contemplated hereby or thereby; or
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001