REPRESENTATIONS AND WARRANTIES OF AMD. Licensee hereby represents, warrants, covenants and agrees that:
(a) Licensee is a corporation validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and to make the warranties and undertake the obligations herein on behalf of itself.
(b) (c) The execution and delivery by Licensee of this Agreement and the performance by Licensee of its obligations hereunder have been duly and validly authorized by Licensee. Licensee has duly and validly executed this Agreement, which constitutes a legal, valid and binding obligation of Licensee enforceable against Licensee in accordance with its terms. Licensee has the right to enter into this Agreement on behalf of itself and any Related Parties of Licensee.
REPRESENTATIONS AND WARRANTIES OF AMD. As an inducement to Fujitsu, Fujitsu Sub and the Joint Venture to enter into this Agreement and to consummate the transactions contemplated hereby, AMD and AMD Investments represent and warrant to Fujitsu, Fujitsu Sub and the Joint Venture as follows:
REPRESENTATIONS AND WARRANTIES OF AMD. 9 3.1 Organization of AMD and the Company......................................................... 10 ----------------------------------- 3.2 Authorization............................................................................... 10 ------------- 3.3 Intellectual Property....................................................................... 10 --------------------- 3.4 Absence of Certain Changes or Events........................................................ 11 ------------------------------------ 3.5 Contracts and Commitments................................................................... 12 ------------------------- 3.6 No Conflict or Violation.................................................................... 13 ------------------------ 3.7 Consents and Approvals...................................................................... 13 ---------------------- 3.8 Financial Statements........................................................................ 14 -------------------- 3.9 Litigation.................................................................................. 14 ---------- 3.10 Compliance with Law......................................................................... 14 ------------------- 3.11 No Brokers.................................................................................. 14 ---------- 3.12 Employee Benefit Plans...................................................................... 14 ---------------------- 3.13 Tax Matters................................................................................. 15 ----------- 3.14 Personal Property........................................................................... 17 ----------------- 3.15 Inventory................................................................................... 18 --------- 3.16 Permits..................................................................................... 18 ------- 3.17 Labor Relations............................................................................. 18 --------------- 3.18 Insurance................................................................................... 18 --------- 3.19 Capitalization of the Company............................................................... 18 ----------------------------- 3.20 Necessary Assets............................................................................ 19 ---------------- 3.21 Product Liability and Recalls..................................................................
REPRESENTATIONS AND WARRANTIES OF AMD. To induce LLC to enter into this Agreement, AMD hereby makes the following representations and warranties to LLC, except as otherwise set forth on the Disclosure Schedule. Except for representations and warranties contained in this Article III, AMD makes no representations, express or implied, written or oral, with respect to AMD, the Company, the Business, the CPD Assets or otherwise. Without limiting the generality of the foregoing sentence, AMD makes no representation or warranty to LLC with respect to: (a) any projections, estimates or budgets (or the likelihood of such projections, estimates or budgets being achieved) of future revenues, expenses, expenditures, results of operations of or other matters related to the 9 Business or the Company; or (b) except as expressly covered by a representation and warranty contained in this Article III, any other information or documents (financial or otherwise) made available to LLC or its counsel, accountants or advisors with respect to the Company, the Business and/or the CPD Assets. For purposes of the following representations and warranties, references to AMD shall be deemed to include the Company, as applicable, with respect to the CPD Assets and Assumed Liabilities being transferred as described in the Reorganization Agreement.
REPRESENTATIONS AND WARRANTIES OF AMD. AMD hereby represents and warrants to the Company as of the date of this Agreement and as of the Closing as follows:
REPRESENTATIONS AND WARRANTIES OF AMD. 33 5.1 Corporate Existence and Power 33 5.2 Authorization 33 5.3 Governmental Authorization 34 5.4 Non-Contravention 34 5.5 Inventory 34 5.6 Properties; Leases 35 5.7 Litigation; Other Proceedings 36 5.8 Contracts 36 5.9 Permits 37 5.10 Compliance with Laws 37 5.11 Employment Agreements; Change in Control; and Employee Benefits 38 5.12 Labor and Employment Matters 38 5.13 Insurance 39 5.14 Tax Matters 39 5.15 Environmental Matters 39 5.16 Capitalization of AMD Contributed Subsidiaries 41 5.17 Brokers 42 5.18 Related Party Agreements 42 5.19 No Other Agreements to Sell AMD Contributed Assets 42 5.20 Absence of Changes 42 5.21 Securities Act; Investment Company Act 42 5.22 Sufficiency of Contributed Assets 43 5.23 Warranty Claims 43 5.24 Financial Statements 43 5.25 AMD Member 43 5.26 Value of Assets 43 ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF FUJITSU 43
6.1 Corporate Existence and Power 43 6.2 Authorization 44 6.3 Governmental Authorization 44 6.4 Non-Contravention 44 6.5 Inventory 45 6.6 Properties; Leases 45
6.7 Litigation; Other Proceedings 46 6.8 Contracts 47 6.9 Permits 47
6.10 Compliance with Laws 48
6.11 Employment Agreements; Change in Control; and Employee Benefits 48 6.12 Labor and Employment Matters 49 6.13 Insurance 49 6.14 Tax Matters 49 6.15 Environmental Matters 50 6.16 Capitalization of the Fujitsu Contributed Subsidiary 51 6.17 Brokers 52 6.18 Related Party Agreements 52
6.19 No Other Agreements to Sell Fujitsu Contributed Assets 52 6.20 Absence of Changes 52 6.21 Securities Act; Investment Company Act 52 6.22 Sufficiency of Contributed Assets 53 6.23 Warranty Claims 53 6.24 Financial Statements 53 6.25 Fujitsu Member 53 6.26 Value of Assets 53
REPRESENTATIONS AND WARRANTIES OF AMD. As an inducement to Fujitsu, Fujitsu Sub and the Joint Venture to enter into this Agreement and to consummate the transactions contemplated hereby, AMD and AMD Investments represent and warrant to Fujitsu, Fujitsu Sub and the Joint Venture as follows:
5.1 Corporate Existence and Power. Each of AMD, AMD Investments and the AMD Contributed Subsidiaries and the Joint Venture (the “AMD Entities”) is a corporation duly organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction of incorporation or organization. Each of the AMD Entities has all corporate power and corporate authority required to conduct its business as now conducted and to own, lease and operate its AMD Business Assets as now owned, leased and operated. Each of the AMD Entities is duly qualified to do business and is in good standing (to the extent such concept exists in the relevant jurisdiction) as a foreign corporation in each jurisdiction where the character of the property owned or leased or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified or in good standing is not reasonably likely to result in a Material Adverse Effect on the Joint Venture.
