AMD 2000 Annual Report Download - page 350

aggregate amount payable and/or to be credited by AMD Saxonia, then each party's
obligation to make payment of any such amount will be automatically satisfied
and discharged and replaced by an obligation upon AMD Holding to pay to AMD
Saxonia the excess of the larger aggregate amount over the smaller aggregate
amount. If the aggregate amount payable by AMD Saxonia exceeds the aggregate
amount payable by AMD Holding, then each party's obligation to make payment of
any such amount will be automatically discharged and the amount of such excess
shall be additional compensation, to be retained by AMD Saxonia for the early
termination of this Agreement, and AMD Saxonia shall have no obligation to pay
such amount to AMD Holding.
Section 6.03. Survival. The provisions of Sections 3.14, 3.15, 3.16,
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6.02, 7.09, 7.10, 7.11 and 7.13 shall survive any termination of this Agreement.
ARTICLE VII
Miscellaneous
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Section 7.01. Representations and Warranties General. Each of AMD Holding
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and AMD Saxonia hereby represents and warrants to the other as follows:
(a) Organization; Corporate Power. It is duly incorporated and validly
existing under the laws of the jurisdiction of its organization, and has all
necessary power and authority to (i) own its assets and to carry on the business
in which it is engaged; and (ii) execute, deliver and perform its obligations
under this Agreement;
(b) Corporate Authority; No Conflict. The execution, delivery and
performance by it of this Agreement have been duly authorized by all necessary
corporate action (including any necessary shareholder action) on its part, and
do not and will not (i) violate any provision of any law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award presently in
effect having applicability to it, or of its charter or bylaws or (ii) result in
a breach of, result in a mandatory prepayment or acceleration of indebtedness
evidenced by or secured by, or constitute a default under, any indenture or loan
or credit agreement, or any other agreement or instrument to which it is a party
or by which it or its properties may be bound, or require the creation or
imposition of any encumbrance of any nature upon or with respect to any of the
properties now owned or hereafter acquired by it, and it is not in default under
or in violation of its charter or by-laws or any law, rule, regulation, order,
writ, judgment, injunction, decree, determination, award, indenture or
instrument, which default or violation, individually or in the aggregate, would
reasonably be expected to have a material adverse effect on its financial
condition, business, operations, or prospects;
(c) Valid and Binding Obligations. This Agreement constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms subject, however, to applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and, as to
enforceability, by general equitable principles; and
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001