AMD 2002 Annual Report Download - page 182

best estimates and assumptions as to future performance, which such AMD Company believes to be fair and reasonable as of the time made in the
light of current and reasonably foreseeable business conditions, such projections and forecasts as to future events are not to be viewed as facts and
that actual results during the period or periods covered thereby may differ from the projected or forecasted results). Without limiting the generality
of the foregoing, as of the Loan Agreement Effective Date, no new information has become available which was not provided to the Technical
Advisor prior to the Loan Agreement Effective Date and which, had it been so provided, could reasonably be expected to have caused the Technical
Advisor to express an unfavourable opinion with respect to the Project in the Technical Advisor’s Report.
(xx) Warranties of AMD Saxonia, AMD Saxony LLC, AMD Admin and AMD Holding.
Each of the representations and warranties made by AMD Saxonia, AMD Saxony LLC, AMD Admin, or AMD Holding in any Operative Document
to which it is a party (other than the representation and warranty of AMD Holding contained inSection 12.2(xi) and the representation and warranty
of AMD Saxonia contained in§ 15.1.10 of the Loan Agreement) is true and accurate in all material respects on each Sponsors’ Warranty Date,
except to the extent that any such representation or warranty expressly relates solely to an earlier date, and except, in the case of any representation
or warranty made on a Sponsors’ Warranty Date described inclause (vi) of the definition thereof, as otherwise provided in the certificate referred to
therein.
SECTION 12.2 Representations and Warranties of the Sponsors. The Sponsors, jointly and severally, hereby represent and warrant to the Agent and the Security
Agent as follows (save in respect of Section 12.2 (xi) which is warranted only by AMD Holding):
(i) Organisation; Corporate Power.
(a) Each of AMD Holding and AMD Admin is a Gesellschaft mit beschränkter Haftung duly organised and existing under the laws of the Federal
Republic of Germany and registered in Dresden, Germany and AMD Saxonia is a Limited Partnership duly organised and existing under the
laws of the Federal Republic of Germany;
(b) AMD Saxony LLC is a limited liability company duly organized and existing under the laws of the State of Delaware, United States of
America;
(c) 100% of the capital partnership interests (Kapitalanteile) in AMD Saxonia are held by AMD Admin (as to Euro 250), AMD Holding (as to at
least 99.99% (rounded to two decimal points) and AMD Saxony LLC (prior to a Substitution (if any)) (as to Euro 250 prior to its re-transfer
of a fractional interest pursuant to the Conversion Documents, and as to 0% following such re-transfer), each of which holds no investment in
any
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003