AMD 2002 Annual Report Download - page 176

(iv) Sponsor Security Documents.
(a) The provisions of each of the Security Documents which has been executed and delivered by a Sponsor are effective to create in favor of the
Security Agent for the benefit of the Secured Parties, a legal, valid, and enforceable first priority Encumbrance on all rights, title, and interest
of such Sponsor in the Security described therein, subject only to Permitted Encumbrances; and all necessary filings and recordings have been
made in the requisite offices in all of the jurisdictions necessary or appropriate to perfect or continue perfected with such priority such
Encumbrance on such Security.
(b) Each Security Document which has been executed and delivered by a Sponsor is effective to grant to the Security Agent a legal, valid, and
enforceable security interest on all rights, title, and interest of the relevant Sponsor in the Security described therein. When each such Security
Document is duly recorded or filed in the applicable recording or filing office(s), if any, and the recording or filing fees and taxes, if any, in
respect thereof are paid and compliance is otherwise had with the formal requirements of applicable law applicable to the recording and filing
of security documentation generally, such Security is subject to a legal, valid, enforceable, and perfected first priority Encumbrance.
(v) Financial Information; No Material Adverse Change.
(a) The audited consolidated balance sheet of AMD Inc. and its Subsidiaries dated December 31, 1995, the unaudited consolidated
balance sheet of AMD Inc. and its Subsidiaries for the Fiscal Quarter ending on or about December 30, 1996, and in each case the
related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal period ended on such
dates:
(x) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly
noted therein, subject to ordinary, good faith year-end audit adjustments, in the case of quarterly financial statements;
(y) are complete and accurate in all material respects and fairly present the consolidated financial condition of AMD Inc. and its
Subsidiaries as of the dates thereof and results of operations and cash flows for the periods covered thereby; and
(z) except as specifically disclosed in the Disclosure Schedules, show all material indebtedness and other liabilities, direct or contingent,
of AMD Inc. and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments, and
Contingent Liabilities.
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003