Seagate 2010 Annual Report Download - page 175

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.
3.3
Authority; Binding Nature of Agreement . The Seller has the power and authority to enter into and to perform its obligations
under this Agreement and the other Transaction Documents to which it is a party, and the execution, delivery and performance by the Seller of
this Agreement and the other Transaction Documents to which it is a party have been duly authorized by all necessary action on the part of the
Seller. The Seller has the power and authority to cause each of the Seller Subsidiaries to transfer any Acquired Assets owned by it pursuant to
the provisions of this Agreement. Assuming the due authorization, execution and delivery of this Agreement by the Purchaser and the Guarantor,
this Agreement constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to
(a) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance and transfer, reorganization, moratorium and other
similar laws relating to or affecting creditors’ rights generally and (b) rules of law governing specific performance, injunctive relief and other
equitable remedies.
3.4
Absence of Restrictions . Assuming compliance with all applicable Antitrust Laws, neither (1) the execution, delivery or
performance by the Seller of this Agreement or any of the other Transaction Documents, nor (2) the consummation of the transactions
contemplated by this Agreement or any of the other Transaction Documents, will directly or indirectly (with or without the giving of notice or
the lapse of time or both):
(a)
contravene, conflict with or result in a violation of any of the provisions of the Seller Constituent Documents;
(b)
contravene, conflict with or result in a violation of any resolution adopted by the shareholders, the board of directors,
or any committee of the board of directors of any of the Seller or the Seller Subsidiaries;
(c)
except as set forth on Schedule 3.4(c) of the Seller Disclosure Schedules, contravene, conflict with or result in a
violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this
Agreement or any of the other Transaction Documents or to exercise any remedy or obtain any relief under, any Law or any order, writ,
injunction, judgment or decree to which the Seller or any of the Seller Subsidiaries, or any of the Acquired Assets, is subject, except for
such contravention, conflict, violation, challenge, remedy or relief which, individually or in the aggregate, would not have a Seller
Material Adverse Effect;
(d)
result in the imposition or creation of any Encumbrance (other than any Permitted Encumbrance) upon or with
respect to any Acquired Asset; or
12