Seagate 2010 Annual Report Download - page 170

(i)
any Software or other Technology capable of being delivered by electronic means shall, at the Purchaser’s
request, be so delivered; and
(ii)
the Seller shall deliver to the Purchaser all, and not retain any, Transferred Technology that is not also Retained
Technology or Transferred Copyable Technology.
(b)
The following items of the Transferred Technology shall be deemed delivered upon the Closing:
(i)
Transferred Technology embodied in tangible or electronic form contained within the facilities transferred to the
Purchaser; and
(ii)
those items of Transferred Technology within the knowledge of Transferred Employees and not subject to any
duty of confidentiality or non-use under any Excluded Contract.
(c)
Upon the Closing, delivery of all of the other Transferred Tangible Assets shall be at the Asset Locations.
1.6
Subsequent Delivery . To the extent that any items of the Transferred Technology have not already been delivered in the
manner set forth in Section 1.5 and such items exist in tangible or electronic form, the Seller shall deliver such items (or copies thereof) to the
Purchaser after the Closing Date in tangible or electronic form as requested by the Purchaser.
1.7
Internal Approval . Notwithstanding anything in this Section 1, if any Technology that meets the definition set forth in
subsection (i)(A) of the definition of “Transferred Technology” in Exhibit A of this Agreement cannot be transferred to the Purchaser because
the Seller’s Storage System Division does not have the right to transfer such technology without the internal approval of another division of the
Seller or an Affiliate of the Seller, the Seller may satisfy its obligations under this Section 1 by using its reasonable best efforts to procure the
consent of the relevant division for such transfer and if it is not able to obtain such consent it shall use its reasonable best efforts to either
otherwise obtain the benefit of such Transferred Technology for the Purchaser or to obtain and transfer to the Purchaser Technology which is
substantially equivalent to such Transferred Technology.
SECTION 2
PURCHASE PRICE; ALLOCATIONS
2.1
Purchase Price .
(a)
The aggregate purchase price (the “ Purchase Price ”) to be paid for the Acquired Assets shall be, net of any VAT,
transfer Taxes or withholding Taxes, (i) US$687,500,000 payable in cash (the “ Cash Consideration ”), and (ii) the Loan Note, the
amount due thereunder being exchangeable, at the option of each of the parties hereto, for 45,239,490 Ordinary Shares (the “ Share
Consideration ”). In addition to the foregoing payment, as consideration for the sale, assignment, transfer and delivery of the Acquired
Assets, the Purchaser shall assume and discharge the Assumed Liabilities. It is
7