Seagate 2010 Annual Report Download - page 167

(o)
all rights that accrue to the Seller hereunder;
(p)
all insurance policies (and any cash or surrender value thereon), other than the insurance policies applicable to the
Transferred Employees set forth in Schedule 1.3(d) of the Seller Disclosure Schedules; and
(q)
(i) personnel records pertaining to any Business Employee, except to the extent that copies thereof are required to be
made and transferred to the Purchaser in accordance with applicable Law, and (ii) human resources information management systems of
the Seller or the Seller Subsidiaries.
1.3
Assumption of Assumed Liabilities . Effective as of the Closing, the Purchaser shall assume, and hereby agrees to pay,
perform and discharge, the liabilities and obligations of the Seller and the Seller Subsidiaries related to the Business as listed below (collectively,
the “ Assumed Liabilities ”):
(a)
all liabilities, obligations and product warranties (in each case, whether ongoing or contingent) arising under or with
respect to or contained in the Assumed Contracts, including those Assumed Contracts under which the Seller or the Seller Subsidiaries
have not rendered performance prior to the Closing, including (i) any and all liabilities and obligations vis-à-vis customers to deliver
products or vis-à-vis suppliers as well as any other similar liabilities and obligations under the respective Assumed Contracts (such as
forecast, investment and volume commitments that arose prior to the Closing) and (ii) any and all liabilities and obligations vis-à-vis
customers arising from product warranty claims, whether expressed or implied, that result from performances made by or on behalf of
the Seller or the Seller Subsidiaries prior to the Closing, and all other similar liabilities and obligations that arise prior to the Closing,
provided that any such liabilities and obligations described under (ii) above shall be limited to US$20,000,000 (the “ Warranty
Liability
Cap ”) and any excess amount shall be deemed excluded from the Assumed Liabilities (and, for the avoidance of doubt, shall be
Excluded Liabilities under this Agreement);
(b)
all liabilities, claims, suits, actions, investigations and obligations (i) resulting from, arising out of, or related to (x)
the Acquired Assets or the ownership or use thereof, (y) the sale or provision of Business Products, or (z) the conduct of the Business
by the Purchaser, in the case of clauses (x) through (z), after the Closing, or (ii) specified on Schedule 1.3(b) of the Seller Disclosure
Schedules;
(c) except as otherwise expressly set forth in Section 5.6, all liabilities related to the employment of the Transferred
Employees that arise out of service to the Purchaser or any Purchaser Designee after the Closing, including any liability resulting from
the transfer or termination of any Transferred Employee’s employment with the Purchaser or any Purchaser Designee, as applicable;
and
(d)
all liabilities related to the insurance policies set forth in Schedule 1.3(d) of the Seller Disclosure Schedules as and to
the extent applicable to the Transferred
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