AMD 2000 Annual Report Download - page 346

Accounting Reports: Other Reports:
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Right of Inspection By or On Behalf of AMD Holding
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Section 5.01. Annual Accounting Reports from AMD Saxonia. AMD Holding
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and its duly authorized representatives (which may include duly authorized
representatives of AMD Inc.) and, if the Loan Agreement Termination Date has not
yet taken place, the Agent shall at all reasonable times have access to the
books and accounts kept by AMD Saxonia and annually upon the closing of the
Fiscal Year all such books and accounts shall be audited by Ernst & Young GmbH
or such other firm of independent and internationally known public accountants
as may be selected by AMD Saxonia with the approval of AMD Holding and, if the
Loan Agreement Termination Date has not yet taken place, the Agent (the consent
of the Agent not to be unreasonably withheld). A copy of each such report of
audit, together with a reconciliation of AMD Saxonia's fiscal year figures to
the statutory financial statements of AMD Saxonia, shall be sent promptly to AMD
Holding and, prior to the Loan Agreement Termination Date, the Agent. AMD
Holding and its duly authorized representatives (which may include duly
authorized representatives of AMD Inc.) shall also have the right to examine and
inspect at any reasonable time all properties and operations of AMD Saxonia to
which this Agreement relates.
Section 5.02. Intentionally Deleted
Section 5.03. Accountants' Certification: Officer's Certificate.
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(a) The amount of Excess Start-up Cost or Start-up Cost Savings shall be
determined promptly, but in no event later than 60 days, after the Effective
Date pursuant to Section 3.04(b). Such determination shall be evidenced by a
Start-up Cost Adjustment Certification duly signed by AMD Saxonia and duly
signed by AMD Saxonia's certified public accountants.
(b) Promptly, but in no event later than 30 days after the end of each
Period, if any amounts are charged by AMD Inc. to AMD Saxonia under the
Management Service Agreement or Section 4.04 during such Period, AMD Saxonia
shall provide AMD Holding and, if the Loan Agreement Termination Date has not
yet taken place, the Agent with a Certificate certifying the amounts invoiced
and/or paid or credited under the Management Service Agreement and Section 4.04.
Promptly, but in no event later than 60 days, after the end of each Fiscal Year,
AMD Saxonia shall provide AMD Holding and, if the Loan Agreement Termination
Date has not yet taken place, the Agent with a certificate duly signed and
certified by AMD Saxonia's certified public accountant confirming the amounts
invoiced and/or paid or credited under the Management Service Agreement and
Section 4.04.
Section 5.04. Intentionally deleted.
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ARTICLE VI
Effectiveness; Termination
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Section 6.01. Effectiveness: Termination.
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(a) This Agreement shall become effective on the date hereof and (unless
otherwise extended as hereinafter provided) shall terminate on the date (the
"Initial Termination Date")
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001