AMD 2002 Annual Report Download - page 174

to receive the proceeds of each payment to be made to or for the account of AMD Saxonia as provided herein and in each of the other Operative Documents,
shall be absolute, irrevocable, and unconditional, it being the intention of the parties hereto that all obligations of the Sponsors and the Additional Partner
Companies under or in connection with this Agreement shall be paid and performed in all events in the manner and at the times herein provided, irrespective of
and without prejudice to, in particular, any rights or remedies that are available to the other parties hereto and thereto under any agreements or any applicable
laws. The Sponsors and the Additional Partner Companies shall be entitled to setoff, and to raise rights of retention, in respect of their respective payment claims
hereunder and under the other Operative Documents only to the extent their respective counterclaims are undisputed or have been the subject of a final binding
arbitral or court decision.
ARTICLE XII
Representations and Warranties
SECTION 12.1 Representations and Warranties of AMD Inc. AMD Inc. hereby represents and warrants to the Agent and the Security Agent as follows:
(i) Organization; Corporate Power.
AMD Inc. and each Material AMD Inc. Subsidiary:
(a) is a corporation, limited partnership or limited liability company, as the case may be, duly organized, validly existing, and (where the concept
has a technical meaning) in good standing under the laws of the jurisdiction of its incorporation;
(b) is duly qualified or licensed and (where the concept has a technical meaning) in good standing as a foreign corporation authorized to do
business in each other jurisdiction where, because of the nature of its activities or properties in such jurisdiction, such qualification or
licensing is required,
(c) has all requisite corporate power and authority to own, operate, and lease its assets and properties and to carry on the business in which it is
engaged and in which it proposes to engage;
(d) that is an AMD Company, has all requisite corporate power and authority:
(x) to execute, deliver, and perform its obligations under each of the Operative Documents to which it is a party; and
(y) to assign, and grant a security interest in, the Security in the manner and for the purpose contemplated by the Security Documents to
which it is a party; and
(e) is in compliance with all Requirements of Law
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003