Seagate 2010 Annual Report Download - page 173

and/or Purchaser Designee as the case may be within ten (10) Business Days after receipt of the respective VAT refund from the
respective Taxing Authority, including any interest thereon received from such Taxing Authority.
(c)
Any claim under this Section 2.3 shall become time-barred five (5) years after the ultimate, final and binding
assessment of the relevant VAT.
(d)
The Purchaser and the Guarantor believe that no withholdings of whatever nature are to be made on payments owed
by the Purchaser or the Guarantor under any of the transactions contemplated by this Agreement. If withholding Taxes are due on
payments to be made by the Purchaser or the Guarantor hereunder, then the Purchaser and the Guarantor shall make the necessary gross
up payments to leave the Seller (after the deduction of the withholding Tax) with an amount equal to the payment which would have
been due if no withholding Tax deduction had been required. The parties hereto shall cooperate with each other to the extent reasonably
requested and legally permitted to minimize any such withholding Tax.
2.4
Allocation of Purchase Price .
(a)
As soon as practicable after the Agreement Date, but no later than ninety (90) days thereafter, the Seller shall submit
a preliminary allocation of the Purchase Price (taking into account any Assumed Liabilities to the extent treated as “amount realized”
under applicable Law) among the Acquired Assets consistent with the arm’s length principle (the “ Purchase Price Allocation ”) to the
Purchaser in writing (such statement, the “ Preliminary Allocation Statement ”).
The Purchaser shall thereupon have thirty (30) days to
review the preliminary Purchase Price Allocation set forth on the Preliminary Allocation Statement and to notify the Seller in writing of
any aspects thereof with which it disagrees. If the Purchaser does not respond within thirty (30) days of receipt of the Preliminary
Allocation Statement from the Seller, the Purchase Price Allocation provided by the Seller shall be treated as conclusive and binding on
the parties hereto for all purposes hereunder. In the event of any such disagreement, the parties shall negotiate in good faith to resolve
such disagreement. If the Purchaser and the Seller are unable to agree on the Purchase Price Allocation by the date that is one hundred
fifty (150) days after the Agreement Date, the Purchaser and the Seller shall jointly engage a third-party accountant, reasonably
acceptable to both the Purchaser and the Seller, to prepare, in its reasonable determination, the Purchase Price Allocation that shall be
conclusive and binding on the parties hereto for all purposes hereunder. The Purchaser and the Seller agree to provide to the third-party
accountant such information as the third-party accountant may reasonably request in connection with the preparation of such schedule
and shall request that the third-party accountant prepare and deliver to the Purchaser and the Seller such Purchase Price Allocation as
promptly as practicable, but no later than 180 days after the Agreement Date. Any fees of the third-party accountant shall be split
equally by the Purchaser and the Seller.
(b)
The Purchase Price Allocation shall be used to make (i) the necessary determinations for VAT purposes pursuant to
Section 2.3(a), and (ii) purchase price allocations necessary for statutory accounting (i.e., Korean IFRS or any other local
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