Seagate 2010 Annual Report Download - page 166

(b)
all real property which the Seller or any of the Seller Subsidiaries owns or of which the Seller or any of the Seller
Subsidiaries is the lessee or sublessee (together with all fixtures and improvements thereon other than any Transferred Tangible Assets);
(c)
all assets used in the Seller’s Component Business, other than the designs, molds, mask works and other materials,
but not manufacturing equipment, required to make or have made the Custom Components;
(d)
all cash, cash equivalents and marketable securities and all rights to any bank account of the Seller or any of the
Seller Subsidiaries;
(e)
accounts receivable, notes receivable and other receivables arising out of the conduct of or otherwise related to the
Business as of 11:59 p.m. (local time for the Seller) on the Closing Date;
(f)
all Intellectual Property of the Seller and the Seller Subsidiaries, other than the Transferred Patents, the Transferred
Trademarks and the Transferred Other IP;
(g)
any and all causes of action, lawsuits, judgments, claims, counterclaims and demands of any nature related to the
Business, in each case, that accrued, accrue, arose or arise out of events occurring prior to the Closing, or any proceeds or receivables
therefrom or related thereto, other than with respect to the Transferred Patents;
(h)
all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights in relation to
the Business which arise from or relate to events occurring prior to the Closing;
(i) all insurance proceeds and insurance awards receivables with respect to any of the Acquired Assets or related to the
Business which arise from or relate to events occurring prior to the Closing;
(j)
any Retained Technology;
(k)
certain plants, equipments or other tangible assets used exclusively in the Business, including without limiting those
set forth on Schedule 1.2(k) of the Seller Disclosure Schedules, and certain office equipments and other tangible assets related to the
Subject Employees that are not employed by the Purchaser or any Purchaser Designee as at the Closing (the “ Excluded Tangible
Assets ”);
(l)
certain Patents used exclusively in the conduct of the Business which are set forth on Schedule 1.2(l) of the Seller
Disclosure Schedules (the “ Excluded Patents ”);
(m)
certain Seller Contracts that relate exclusively to the Business which are set forth on Schedule 1.2(m) of the Seller
Disclosure Schedules (the “ Excluded Contracts ”);
(n)
all Non-Assignable Contracts;
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