AMD 2002 Annual Report Download - page 183

other person (except that AMD Admin is a wholly-owned subsidiary of AMD Holding). AMD Holding and AMD Saxony LLC are, in turn,
wholly-owned subsidiaries of AMD Inc.;
(d) Each of AMD Holding, AMD Admin, AMD Saxony LLC, and AMD Saxonia:
(1) is duly qualified or licensed as a foreign corporation authorised 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,
(2) 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;
(3) 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 or is to be a party; and
(4) is in compliance with all Requirements of Law,
except, in each case referred to inclause (1),(2), or(4), 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 of AMD Holding, AMD Admin, AMD Saxony LLC, and AMD Saxonia of each Operative
Document to which any such AMD Company is a party, and the grant by each 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
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003