Seagate 2010 Annual Report Download - page 168

Employees and all liabilities related to the rolled-over severances related to the Transferred Employees.
1.4
Excluded Liabilities . For the avoidance of doubt and without in any way limiting the generality of Section 1.3, the Assumed
Liabilities shall not include, and in no event shall the Purchaser assume, agree to pay, discharge or satisfy any liability or obligation under or
otherwise have any responsibility for, any of the following liabilities or obligations of the Seller or any of its Affiliates (the “ Excluded
Liabilities
”):
(a)
any liability of the Seller or any of its Affiliates that is not expressly an Assumed Liability, including any liability
that would become a liability of the Purchaser or a Purchaser Designee as a matter of Law in connection with this Agreement, the other
Transaction Documents and the transactions contemplated hereby and thereby, other than as otherwise contemplated by this Agreement;
(b)
any liability resulting from, arising out of or related to the operation or conduct by the Seller or any of its Affiliates
of any business other than the Business;
(c) (i) any outstanding obligations of the Seller or any of its Affiliates for senior debt, subordinated debt and any other
outstanding obligation for borrowed money, including that evidenced by notes, bonds, debentures or other instruments (and including
all outstanding principal, prepayment premiums, if any, and accrued interest, fees and expenses related thereto), (ii) any outstanding
obligations of the Seller or any of its Affiliates under capital leases and purchase money obligations, (iii) any amounts owed by the
Seller or any of its Affiliates with respect to drawn letters of credit and (iv) any outstanding guarantees by the Seller or any of its
Affiliates of obligations of the type described in clauses (i) through (iii) above;
(d)
except as specifically assumed pursuant to Section 1.3(d) or otherwise expressly set forth in Section 5.6, all liabilities
resulting from, arising out of or related to any employee benefit plan of the Seller or any of its Affiliates whether such liabilities arose
or arise prior to, on or after the Closing Date;
(e)
except as specifically assumed pursuant to Section 1.3(d) or otherwise expressly set forth in Section 5.6, all liabilities
resulting from, arising out of or related to the employment, termination or transfer of the Business Employees, Subject Employees,
Transferred Employees, which arose out of service to the Seller or any Seller Subsidiary prior to the Closing, together with all liabilities
resulting from, arising out of or related to the employment, termination or transfer of the Business Employees or Subject Employees,
excluding Transferred Employees, which arose out of service to the Seller or any Seller Subsidiary, whether such liabilities arose or
arise prior to, on or after the Closing Date;
(f)
any liabilities resulting from, arising out of or related to any claim, action, arbitration, audit, hearing, inquiry,
examination, proceeding, investigation, litigation or suit (whether criminal, administrative or investigative) commenced or brought by
any
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Governmental Body brought prior to the Closing to the extent relating to the conduct of the Seller or any Affiliate of the Seller or the
Business prior to the Closing;
(g)
all liabilities for (i) Taxes of the Seller or any Affiliate of the Seller and (ii) Taxes that arise from the conduct of the
Business, including ownership of the Acquired Assets, for any periods prior to the Closing, other than Taxes expressly assumed by the
Purchaser under this Agreement;
(h)
any and all liabilities and obligations vis-à-vis customers resulting from, arising out of or related to product warranty
claims, whether express or implied, that result from performances made by or on behalf of the Seller or any Seller Subsidiary prior to
the Closing, and all other similar liabilities and obligations that arise prior to the Closing, to the extent such liabilities and obligations
are in excess of the Warranty Liability Cap;
(i)
any liabilities resulting from, arising out of or related to the Seller Contracts, other than the Assumed Contracts;
(j)
any and all liabilities or claims to the extent resulting from, arising out of or related to such Business Products as sold
by the Seller or any Affiliate of the Seller prior to the Closing with respect to infringement or misappropriation of the Intellectual
Property of a third party occurring prior to the Closing;
(k)
any liabilities resulting from, arising out of or related to the violation or alleged violation by the Seller or any of its
Affiliates of any Law relating to health, safety, labor, discrimination, Export and Import Control Laws, Anti-Corruption and Anti-
Bribery Laws, Environmental Laws and Antitrust Laws;
(l)
all Seller Retained Environmental Liabilities;
(m)
accounts payable arising from the conduct of the Business prior to the Closing;
(n)
any liability to any broker, finder or agent for any investment banking or brokerage fees, finder’s fees or commission
and any other fees and expenses payable by the Seller pursuant to this Agreement and the other Transaction Documents with respect to