Seagate 2010 Annual Report Download - page 165

SECTION 1
DESCRIPTION OF TRANSACTION
1.1
Agreement to Purchase and Sell . Subject to the terms and conditions hereof, at the Closing, the Seller shall, and shall cause
each of the Seller Subsidiaries to, sell, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the
Seller and the Seller Subsidiaries, the assets, properties and rights of the Seller and the Seller Subsidiaries related to the Business as of the
Closing Date as listed below, except for the Excluded Assets (as defined below) (such assets, properties and rights being referred to as the “
Acquired
Assets ” ) :
(a)
the Transferred Tangible Assets;
(b)
the Transferred Inventory;
(c)
the Transferred Patents;
(d)
the Transferred Trademarks;
(e)
the Transferred Other IP;
(f)
the Transferred Technology;
(g)
all causes of action, claims and demands of any nature arising under or with respect to the Transferred Patents,
including all claims and damages for the past or future infringement of any of the Transferred Patents;
(h)
the Assumed Contracts;
(i)
the Exclusive Permits, including but not limited to those Governmental Authorizations set forth on Schedule 1.1(i)
of
the Seller Disclosure Schedules, but only to the extent that the Seller is legally permitted to assign or transfer such Governmental
Authorizations;
(j) to the extent permitted by applicable Laws, originals of all books and records that are exclusive to the Business,
including inventor notebooks, Patent disclosures, Patent files and other documents related to the Transferred IP; and
(k) the Additional Transferred Assets.
1.2
Excluded Assets . Notwithstanding anything to the contrary set forth herein, the Acquired Assets shall not include the
following assets, properties and rights of the Seller or the Seller Subsidiaries (collectively, the “ Excluded Assets ”):
(a)
any asset that is not expressly an Acquired Asset;
2