Seagate 2010 Annual Report Download - page 178

3.11
Permits and Approvals.
(a)
Schedule 1.1(i) of the Seller Disclosure Schedules identifies all material Exclusive Permits. The Exclusive Permits
held by the Seller and the Seller Subsidiaries are valid and in full force and effect. Schedule 1.1(i) of the Seller Disclosure Schedules
identifies with an asterisk each material Exclusive Permit set forth therein which by its terms or by applicable Law cannot be transferred
to the Purchaser at the Closing.
(b)
The Seller and the Seller Subsidiaries are in compliance with, in all material respects, the terms and requirements of
the respective material Exclusive Permits held by the Seller or a Seller Subsidiary.
(c)
Neither the Seller nor any Seller Subsidiary has received any notice or other communication from any Governmental
Body regarding (i) any actual or possible violation of or failure to comply with any term or requirement of any material Exclusive
Permit or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material
Exclusive Permit.
(d)
All applications required to have been filed for the renewal of any material Exclusive Permit have been duly filed on
a timely basis with the relevant Governmental Body, and each other notice or filing required to have been given or made with respect to
such material Exclusive Permit has been duly given or made on a timely basis with the appropriate Governmental Body.
3.12
Intellectual Property .
(a)
Schedule 1.1(c) and Schedule 1.2(l)
of the Seller Disclosure Schedules includes a true and complete list of all Patents
owned by the Seller or any of the Seller’s Affiliates and (i) for which employees of the Seller’s Storage Systems Division were the sole
inventors, (ii) for which the cost of prosecution or maintenance is internally allocated to the Storage Systems Division of the Seller, (iii)
which were otherwise internally allocated to the Storage Systems Division of the Seller, or (iv) which are otherwise exclusive to the
Business. Schedule 1.1(d) of the Seller Disclosure Schedules sets forth a true and complete list, as of the Agreement Date, of all
Trademarks used for internal hard-disk drive products other than any Trademark that incorporates the Seller’s trade name which are
both part of the Business and owned by the Seller or any of the Seller’s Affiliates.
(b)
Except as set forth in Schedule 3.12(b) of the Seller Disclosure Schedules, to the Knowledge of the Seller, the
operation of the Business as currently conducted does not infringe or misappropriate the Intellectual Property of any third party in any
material respect.
(c)
Schedule 3.12(c) of the Seller Disclosure Schedules is a complete and accurate list of Software owned by the Seller
or any Seller Subsidiary and which is embodied in any Business Product or distributed by the Seller or any Seller Subsidiary to end
users of Business Products.
(d)
To the Knowledge of the Seller, no Person is engaging in any activity that infringes or misappropriates any of the
material Transferred IP.
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(e)
Except as set forth in Schedule 3.12(e) of the Seller Disclosure Schedules, with respect to each item of the
Transferred Technology and Transferred IP, the Seller or a Seller Subsidiary is the owner of the entire right, title and interest in and to
such Technology and Intellectual Property and, following the Closing, Purchaser will be entitled to use such Technology and
Intellectual Property in the continued operation of the Business as currently conducted.
(f)
To the Knowledge of the Seller, the Transferred Patents, Transferred Trademarks and Copyrights which are part of
the Transferred Other IP are valid and enforceable and have not been adjudged invalid or unenforceable.
(g) Except as set forth in Schedule 3.12(g) of the Seller Disclosure Schedules, no Legal Proceeding has been asserted, is
pending, or to Knowledge of the Seller, is threatened, against the Seller or any Seller Subsidiaries alleging that the operation of any
material portion of the Business or any Business Product infringes or misappropriates the Intellectual Property of any third party in any
material respect.
(h)
Schedule 3.12(h) of the Seller Disclosure Schedule lists (i) all agreements, contracts and licenses pursuant to which
any third party has licensed or granted any rights to the Seller or any Seller Subsidiary of Intellectual Property or Technology that is
practiced by, incorporated in, or distributed with any Business Product and material to the operation of the Business other than licenses
to generally available Software licensed on standard industry terms and other than corporate level cross-licenses (“ In-Licenses ”) and
(ii) all HDD Patent corporate-level cross licenses to which the Seller is a party other than those with respect to which the Seller has
disclosed to the Purchaser the other parties thereto through a process to be mutually agreed upon.
(i)
Except as set forth in Schedule 3.12(i) of the Seller Disclosure Schedules, to the Knowledge of the Seller, the
Business is not subject to any outstanding consent, settlement, decree, order, injunction, judgment or ruling materially restricting the use
of any Transferred Patent, Transferred Trademark or Transferred Other IP or the making, importing or selling of any Business Product.