AMD 2000 Annual Report Download - page 276

(iii) cause AMD Saxonia to preserve and maintain its corporate existence,
rights, privileges, and franchises in the jurisdiction of its
incorporation, and cause AMD Saxonia to not have operations in any
other jurisdiction.
(iv) comply in all material respects with all laws, rules, regulations, and
governmental orders (Federal, state, local, and foreign) having
applicability to it or to the business or businesses at any time
conducted by AMD Holding except to the extent that any such
noncompliance, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.
(v) promptly following AMD Holding's receipt or transmission thereof,
unless otherwise concurrently delivered by another AMD Company to the
Agent under an Operative Document, furnish to the Agent a copy of each
notice, report, schedule, certificate, financial statement, or other
document furnished pursuant to any of the Operative Documents if such
notice, report, schedule, certificate, financial statement, or other
document could reasonably be considered material to the Agent or any
Bank in connection with the Operative Documents or the entirety of the
transactions contemplated thereby.
(vi) promptly following a request from the Security Agent to do so and at
AMD Holding's own expense, take all such lawful action as the Security
Agent may reasonably request to enforce or secure the performance by
each other AMD Company under any Operative Document to which AMD
Holding is a party of such AMD Company's respective obligations under
and in connection with the applicable Operative Document in accordance
with the respective terms thereof, and exercise any right of
termination or remedy available to AMD Holding thereunder or in
connection therewith to the extent and in the manner reasonably
directed by the Security Agent, including, without limitation, the
institution of legal or administrative actions or proceedings to
compel or enforce performance by each other AMD Company of its
respective obligations thereunder, or to recover any payment due AMD
Holding thereunder.
(vii) keep, or cause to be kept, adequate records and books of account, in
which complete entries are to be made reflecting its business and
financial transactions, such entries to be made in accordance with
GAAP consistently applied in the case of financial transactions or as
otherwise required by applicable rules and regulations of any
governmental agency or regulatory authority (federal, state, local or
foreign) having jurisdiction over AMD Holding, or the transactions
contemplated by this Agreement or the other Operative Documents to
which it is or will be a party.
(viii) maintain, obtain or effect all Governmental Approvals which may at
any time or from time to time be necessary for the due authorization,
execution, delivery, performance, legality, validity, or
enforceability of each of the Operative Documents to which it is or
will be a party.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001