Seagate 2010 Annual Report Download - page 176

(e)
contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental
Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by the
Seller or the Seller Subsidiaries and that relates to the Business or to any of the Acquired Assets, except for such contravention, conflict,
violation, revocation, withdrawal, suspension, cancellation, termination or modification which, individually or in the aggregate, would
not have a Seller Material Adverse Effect.
3.5
Governmental Consents . Other than as set forth on Schedule 3.5 of the Seller Disclosure Schedules, no consent, approval,
order or authorization of, or registration, declaration or filing with, or notice to (any of the foregoing being a “ Consent ”), any Governmental
Body is required to be obtained or made by the Seller or any Seller Subsidiary in connection with the execution, delivery and performance by the
Seller or any Seller Subsidiary of this Agreement or the consummation by the Seller or any Seller Subsidiary of the transactions contemplated
hereby, except for such Consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a
Seller Material Adverse Effect.
3.6
Absence of Changes . Since December 31, 2010:
(a)
no Seller Material Adverse Effect has occurred, and no event, occurrence, development or state of circumstances or
facts has occurred that would reasonably be expected to, have a Seller Material Adverse Effect; and
(b)
there has not been any loss, damage or destruction to, or any interruption in the use of, any of the assets of the
Business that has had or would reasonable be expected to have a Seller Material Adverse Effect (whether or not covered by insurance).
3.7
Conduct in the Ordinary Course . Since December 31, 2010, other than as set forth on Schedule 3.7 of the Seller Disclosure
Schedules or as permitted by this Agreement, the Business has been conducted in the ordinary course of business and none of the actions or
events prohibited by Section 5.2 has been taken or has occurred.
3.8
Assets .
(a)
The Seller and the Seller Subsidiaries have and shall convey to the Purchaser at the Closing possession of, and good,
valid and transferable title to, all of the Transferred Tangible Assets, free and clear of all Encumbrances, except for Permitted
Encumbrances.
(b)
Except as set forth on Schedule 3.8(b) of the Seller Disclosure Schedules, the Transferred Tangible Assets include
the manufacturing equipment capable of manufacturing eighteen (18) million units of Business Products per quarter on the basis of
operating at full capacity (i.e., 24 hours per day, 365 days per annum).
(c)
Schedule 3.8(c) of the Seller Disclosure Schedules sets forth an accurate and complete list of all plants, equipments
and other tangible assets used exclusively in the Business or located at the Asset Locations (other than the Excluded Tangible Assets)
with a net book value of US$10,000 or more. All Transferred Tangible Assets (i) are in
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