Seagate 2010 Annual Report Download - page 177

good operating condition and in a state of good maintenance and repair, subject to ordinary wear and tear, (ii) are free of any material
defects and (iii) were acquired and are usable in the ordinary course of business.
(d)
To the Knowledge of the Seller, no Affiliate of the Seller (other than the Seller Subsidiaries) owns any assets,
properties or rights that would be Acquired Assets were such assets, properties or rights owned by the Seller or a Seller Subsidiary.
(e)
To the Knowledge of the Seller, none of the Acquired Assets is located in the Republic of Ireland.
3.9
Inventory . The Transferred Inventory (a) was acquired and is sufficient for the operation of the Business in the ordinary
course consistent with past practice and (b) is of a quality and quantity usable or saleable in the ordinary course of business.
3.10 Compliance with Law .
(a)
Except as set forth in Schedule 3.10(a) of the Seller Disclosure Schedules, since December 31, 2007:
(i)
to the Knowledge of the Seller, the Seller and each of the Seller Subsidiaries has conducted the Business in
compliance with all applicable Laws in all material respects;
(ii)
neither the Seller nor any Seller Subsidiary has received any written notice or other communication from any
Governmental Body regarding any actual or possible violation in any material respect of, or failure to comply in any material
respect with, any applicable Law with respect to the Business;
(iii)
to the Knowledge of the Seller, the Seller and the Seller Subsidiaries have at all times been, and are currently,
in material compliance with all applicable Anti-Corruption and Anti-Bribery Laws with respect to the Business;
(iv)
the Seller and the Seller Subsidiaries have established and maintain compliance programs and reasonable
internal controls and procedures appropriate to the requirements of applicable Anti-Corruption and Anti-Bribery Laws;
(v) to the Knowledge of the Seller, the Seller and the Seller Subsidiaries have at all times conducted, in all material
respects, their export and import transactions in accordance with all applicable Export and Import Control Laws with respect to
the Business; and
(vi)
the Seller and the Seller Subsidiaries have established and maintain compliance programs and reasonable
internal controls and procedures appropriate to the requirements of all applicable Export and Import Control Laws.
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