AMD 2002 Annual Report Download - page 189

(c) no patent, invention, device, application, principle, or any statute, law, rule, regulation, standard, or code is pending or, to the best knowledge
of the Sponsors, proposed
which, in any case described in (a), (b), or (c) above, could reasonably be expected to have a Material Adverse Effect.
(xvi) Taxes.
Each of AMD Holding, AMD Admin and AMD Saxony LLC has filed all material U.S. Federal, German and other tax returns and reports required
to be filed, and has paid all material U.S. Federal, German and other taxes, assessments, fees, and other governmental charges levied or imposed
upon it or its properties, income, or assets otherwise due and payable, except those which are being contested in good faith by appropriate
proceedings and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against AMD
Holding, AMD Admin or AMD Saxony LLC that would, if made, have a Material Adverse Effect.
(xvii) Governmental Approvals with Respect to the Operative Documents.
As of the date on which this representation and warranty is made or reaffirmed, as the case may be, all Governmental Approvals
(including, without limitation, from the United States of America, the European Union, the Federal Republic of Germany, and the Free
State of Saxony) necessary for the due authorization, execution, delivery, and performance by each of AMD Holding, AMD Admin,
AMD Saxony LLC and AMD Saxonia of, the legality or validity of the obligations of each of such AMD Companies under, or the
enforceability against each of such AMD Companies of, each of the Operative Documents to which it is a party and the due and timely
payment by each of such AMD Companies of amounts owing under each of the Operative Documents have been listed onSchedule 20 to
the Loan Agreement and, except as otherwise noted therein, all of such Governmental Approvals have been duly obtained or effected,
and are in full force and effect on the Conversion Effective Date.
(xviii) Governmental Approvals with Respect to the Plant and the Design Center.
As of the date on which this representation and warranty is made or reaffirmed, as the case may be, all Governmental Approvals
necessary for the construction, ownership, use, and operation by AMD Saxonia of the Plant and the Design Center or which are required
in order that the Plant and the Design Center may be operated for their intended purposes and Perform in Accordance with the Plans and
Specifications, have been listed onSchedule 20 to the Loan Agreement, and all of such Governmental Approvals (except those listed in
Part B ofSchedule 20 to the Loan Agreement) have been duly obtained or effected, are sufficient for all purposes thereof, and are in full
force and effect on such date (and, in the case of Governmental Approvals that have expired, each of AMD Holding, AMD Admin,
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003