Seagate 2010 Annual Report Download - page 174

generally accepted accounting principles) and Tax purposes. The parties agree to report the transactions contemplated hereby for any
Tax purposes in accordance with the Purchase Price Allocation.
2.5
Allocation of Certain Items . With respect to certain expenses incurred in the operations of the Seller and the Seller
Subsidiaries, the following allocations shall be made between the Seller and the Purchaser:
(a)
In the case of Taxes based on ad valorem or similar Taxes assessed against the Acquired Assets, the portion of such
Taxes allocated to the Seller shall be deemed to be the amount of such Tax for the entire taxable period, multiplied by a fraction the
numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which
is the number of days in the entire taxable period, with the remaining portion of such Taxes allocated to the Purchaser.
(b)
Taxes described in Section 2.5(a) above shall be timely paid, and all applicable filings, reports and returns shall be
filed, as provided by applicable Law. The paying party shall be entitled to reimbursement from the non-
paying party in accordance with
Section 2.5(a) . Upon payment of any such Taxes, the paying party shall present a statement to the non-paying party setting forth the
amount of reimbursement to which the paying party is entitled under Section 2.5(a) together with such supporting evidence as is
reasonably necessary to calculate the amount to be reimbursed. The non-paying party shall make such reimbursement promptly but in
no event later than ten (10) Business Days after the presentation of such statement.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE SELLER
Except as set forth on the Seller Disclosure Schedules, as such schedules may be updated pursuant to Section 11.12, the Seller
represents and warrants to the Purchaser and the Guarantor as follows:
3.1
Organization . The Seller is duly organized and validly existing under the Laws of the Republic of Korea, is not in
administration, receivership or liquidation, no petition has been presented for its winding-up and there are no grounds on which any petition or
application could be based for its winding-up or the appointment of an administrator or receiver over its assets, has all requisite corporate power
and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, is duly qualified to do
business and, to the extent such jurisdiction has a concept of good standing, is in good standing as a foreign entity in each jurisdiction where the
nature of its activities makes such qualification necessary, except for jurisdictions in which the failure to be so qualified, individually or in the
aggregate, would not have a Seller Material Adverse Effect.
3.2
Subsidiaries . Each of the Seller Subsidiaries is duly organized, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation or formation, as applicable and to the extent such jurisdiction has a concept of good standing, is not in
administration, receivership or liquidation, no petition has been presented for its winding-up and
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