AMD Holding definition

AMD Holding has the meaning assigned to such term in the introduction to this Agreement.

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AMD Holding has filed all material German and other tax returns and reports required to be filed, and has paid all material 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 that would, if made, have a Material Adverse Effect.

AMD Holding has the meaning assigned to such term in the introduction ----------- ------------ to this Guaranty. "AMD Inc." has the meaning assigned to such term in the introduction to ------- ------------ this Guaranty.

Examples of AMD Holding in a sentence

• AMD Holding has granted a first priority security interest in the AMD Holding Security pursuant to and on the terms and conditions set forth in the AMD Holding Security Documents.

• Prior to the Loan Agreement Effective Date, neither AMD Holding nor AMD Saxonia has engaged in any business, conducted any operations or activities, nor incurred any obligations or liabilities (contingent or otherwise), other than (i) as described in the Disclosure Schedules, and (ii) its obligations, if any, under the Operative Documents, and activities reasonably incidental thereto.

• Prior to the Loan Agreement Effective Date, neither AMD Holding nor AMD Saxonia has engaged in any business, conducted any operations or activities, nor incurred any obligations or liabilities (contingent or otherwise), other than (a) as described in the Disclosure Schedules, and (b) its obligations, if any, under the Operative Documents, and activities reasonably incidental thereto.

• Moreover, if the AMD Holding Wafer Purchase Agreement or the Management Service Agreement terminates for any reason whatsoever, AMD Holding shall be entitled to credit the amounts payable thereunder against the amounts receivable by it thereunder strictly in accordance with the terms and provisions of each such Operative Document.

• AMD Holding hereby undertakes to contribute to AMD Saxonia, and AMD Inc.

• If, during the continuance of an Event of Default (unless such Event of Default is subsequently cured or waived with the concurrence of the Agent or the Security Agent, AMD Inc., and AMD Saxonia), and following the exercise of rights by the Agent or the Security Agent under either the AMD Holding Share Pledge Agreement, the AMD Inc.

• Neither AMD Holding nor AMD Admin is insolvent as a matter of German law.

• Affiliate for loss of use of Products or any other incidental, special, indirect or consequential damages or lost profits incurred by AMD Holding, AMD Inc.

• Each of AMD Inc., AMD Admin, AMD Saxony LLC and AMD Holding hereby submits to the exclusive jurisdiction of the courts in Frankfurt am Main for any dispute arising out of or in connection with this Agreement.

• From and after the Effective Date and subject to Section 6.02(c), payments shall be made only in the form of credits against amounts owed or to be owed by AMD Holding to AMD Saxonia under this Agreement.

More Definitions of AMD Holding

AMD Holding has the meaning assigned to such term in the introduction to this Guaranty.

AMD Holding has the meaning assigned to that term in the introduction to ----------- this Agreement. "AMD Holding Assignment (U.S.A.)" means the AMD Holding Assignment of, ------------------------------- inter alia, rights under the Wafer Purchase Agreements, in the form set out in Schedule 56 to the Loan Agreement, between AMD Holding and the Security Agent.

AMD Holding. Pledge Agreement over GmbH-share in AMD Admin pursuant to Schedule 14;