Seagate 2010 Annual Report Download - page 171

understood and agreed among the parties that the LOI Deposit Amount (to the extent not forfeited under the Letter of Intent) shall be
subtracted from the amount of the Cash Consideration that the Purchaser is obligated to wire to the Seller hereunder.
(b)
If, at any time prior to the forty-fifth (45th) day following the Closing Date, the Purchaser notifies the Seller in
writing that any manufacturing equipment included in the Acquired Assets and identified on Schedule 1.1(a)(i) of the Seller Disclosure
Schedules with either (X) a Book Value as of the Closing Date equal to or greater than US$100,000 individually or (Y) an original
actual cost equal to or in excess of US$250,000 individually and where such amounts in (X) and (Y) in the aggregate exceed
US$1,000,000 was not transferred or delivered to the Purchaser or the relevant Purchaser Designee at the Closing as contemplated by
Section 1.1 hereof (with such notice identifying each such non-delivered manufacturing equipment by reference to the relevant section
of the Seller Disclosure Schedules) (such non-delivered manufacturing equipment, the “ Non-Delivered Equipment ” ), then the Seller
shall, within twenty (20) Business Days of receipt of such notice, (i) transfer the Non-Delivered Equipment to the Purchaser, to the
extent such Non-Delivered Equipment exists and is transferable to the Purchaser, or (ii) to the extent such Non-Delivered Equipment
does not exist or is not transferable to the Purchaser, pay to the Purchaser by wire transfer of immediately available funds, to an account
designated by the Purchaser in such notice, an amount equal to the value of such Non-Delivered Equipment (such amount, the “ Non-
Delivered Equipment Refund Amount ”), with the value of each piece of such Non-Delivered Equipment calculated as an amount
equal to (A) if the Book Value as of the Closing Date is equal to or greater than US$100,000, the Book Value of such Non-Delivered
Equipment or (B) if the Book Value of such Non-Delivered Equipment is less than US$100,000, the lesser of US$100,000 and the
amount of the Replacement Value, in which case the Purchase Price shall be deemed adjusted accordingly. The total aggregate Non-
Delivered Equipment Refund Amount shall be limited to five percent (5%) of the Purchase Price (the “ Non-Delivered Equipment
Refund Cap ”); provided that any amount in respect of Non-Delivered Equipment in excess of the Non-Delivered Equipment Refund
Cap and any and all other claims and rights arising from or in connection with the failure to deliver or the delay in delivering the Non-
Delivered Equipment shall be subject to the liability limits under Section 9.5.
2.2
Payment of Purchase Price .
(a)
On the Closing Date, the Purchaser and/or a Purchaser Designee shall pay the Cash Consideration by wire transfer of
immediately available funds to such bank account(s) (including any bank account(s) for local purchase price payable under the Transfer
Agreements) as shall be designated in writing by the Seller.
(b)
On the Closing Date, the Purchaser shall execute and deliver to the Seller the Loan Note. As soon as practicable
following the Closing, in accordance with Section 7.3, the Guarantor shall (i) procure that (x) its register of members is written up to
reflect an allotment of the Share Consideration to the Seller credited as fully paid and (y) the Seller is entered therein as the holder of
the Share Consideration, (ii) deliver to the Seller evidence satisfactory to the Seller thereof, and (iii) issue and deliver to the Seller a
share
8