AMD 2002 Annual Report Download - page 186

of security documentation generally, such AMD Admin Security is subject to a legal, valid, enforceable, and perfected first priority
Encumbrance.
(vii) Financial Information; No Material Adverse Change.
(a) The audited consolidated balance sheet of AMD Holding and its Subsidiaries as at 31 December 1996, and the audited balance sheet of AMD
Saxonia as at 31 December 1996, and in each case the related consolidated statements of income or operations, shareholders’ equity and cash
flows for the period from incorporation to such date:
(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;
(y) are complete and accurate in all material respects and fairly present the consolidated financial condition of AMD Holding and AMD
Saxonia, or the financial condition of AMD Saxonia, as the case may be, as of the date thereof and their results of operations and cash
flows for the period covered thereby; and
(z) except as specifically disclosed in the Disclosure Schedules, show all material indebtedness and other liabilities, direct or contingent,
of AMD Holding and AMD Saxonia as of the date thereof, including liabilities for taxes, material commitments, and Contingent
Liabilities.
(b) Since the respective dates of organisation of AMD Holding, AMD Admin, AMD Saxony LLC, and AMD Saxonia, there has been no Material
Adverse Effect with respect to AMD Holding, AMD Admin, AMD Saxony LLC, or AMD Saxonia, as the case may be, except as may be
specifically disclosed in the Disclosure Schedules.
(viii) Litigation.
Except as specifically disclosed in the Disclosure Schedules, there are no actions, suits, proceedings, claims, or disputes pending, or to the best
knowledge of the Sponsors, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, against AMD
Holding, AMD Admin, AMD Saxony LLC, or AMD Saxonia or any of their respective properties which:
(a) purport to affect or pertain to this Agreement or any other Operative Document, or the entirety of the transactions contemplated hereby or
thereby; or
60
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003