AMD 2002 Annual Report Download - page 175

except, in each case referred to inclause (b),(c), or(e), to the extent that the failure to do so could not reasonably be expected to have a Material
Adverse Effect.
(ii) Corporate Authority; No Conflict.
The execution, delivery, and performance by each AMD Company of each Operative Document to which any such AMD Company is a party, and
the grant by such AMD Company of a security interest in the Security in the manner and for the purpose contemplated by the Security Documents to
which such AMD Company is a party, have been duly authorised by all necessary corporate action (including any necessary shareholder action) on
the part of such AMD Company, and do not:
(a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect
binding on such AMD Company, or of the Organizational Documents of such AMD Company;
(b) result in a breach of, result in a mandatory prepayment or acceleration of indebtedness evidenced or secured by, or constitute a default under,
any indenture or loan or credit agreement, or any other agreement or instrument, to which such AMD Company is a party or by which such
AMD Company or its properties are bound; or
(c) result in, or require (in either case except as contemplated by the Operative Documents), 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 any of the AMD
Companies (other than any right of set-off or banker’s lien or attachment that the Agent, the Security Agent, or any Bank may
have under the Operative Documents or applicable law), and none of the AMD Companies is in default under or in violation of its
Organizational Documents, any of the Operative Documents to which it is a party, or any such law, rule, regulation, order, writ,
judgment, injunction, decree, determination, award, indenture, agreement, or instrument, which default or violation, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(iii) Valid and Binding Obligations.
Each Operative Document which has been executed and delivered by an AMD Company constitutes the legal, valid, and binding obligation of such
AMD Company, enforceable against such AMD Company in accordance with its respective terms, subject, however, to the Opinion Reservations.
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003