AMD 2000 Annual Report Download - page 265

(b) if determined adversely to such AMD Company would reasonably be
expected to have a Material Adverse Effect.
No injunction, writ, temporary restraining order, or any order of any
nature has been issued by any court or other Governmental Authority
purporting to enjoin or restrain the execution, delivery, or
performance of this Agreement or any other Operative Document, or
directing that the transactions provided for herein or therein not be
consummated as herein or therein provided.
(vii) No Default or Termination.
No Event of Default or Unmatured Event of Default, and, to the best of
the Sponsors' knowledge, no Event of Termination, exists. Neither AMD
Holding nor AMD Saxonia is in default under or with respect to any
Contractual Obligation in any respect which, individually or together
with all such defaults, could reasonably be expected to have a
Material Adverse Effect.
(viii) No Burdensome Restrictions.
Neither AMD Holding nor AMD Saxonia is a party to or bound by any
Contractual Obligation (other than the Operative Documents), or
subject to any restriction in any Organizational Document, or any
Requirement of Law, which could reasonably be expected to have a
Material Adverse Effect.
(ix) Solvency.
AMD Holding is not insolvent as a matter of German law.
(x) Title to Properties; Encumbrances.
AMD Saxonia has good record and marketable title in fee simple to, or
valid leasehold interests in (or the equivalent for the relevant
jurisdiction), all real property necessary or used in the ordinary
conduct of its business, except for such defects in title as could
not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect. AMD Holding has no real property or
leasehold interests. The property of each of AMD Holding and AMD
Saxonia is subject to no Encumbrances, other than Permitted
Encumbrances.
(xi) Subsidiaries; Material AMD Inc. Subsidiaries.
(a) AMD Holding is the direct legal and beneficial owner of 100% of
the issued and outstanding shares of capital stock of AMD
Saxonia, all of which shares have been validly issued;
(b) AMD Holding has no Subsidiaries other than AMD Saxonia, and has
no equity investments in any other Person; and
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001