Seagate 2010 Annual Report Download - page 180

the conduct of the Business (other than the Excluded Contracts) with an annual Contract value of US$1,000,000 or more. Each of the
Assumed Contracts, In-Licenses and Out-Licenses is valid and in full force and effect, and is enforceable by the Seller or the Seller
Subsidiaries in accordance with its terms. Except as set forth on Schedule 3.13(a) to the Seller Disclosure Schedules, the consummation
of the transactions contemplated hereby shall not (either alone or upon the occurrence of additional acts or events) result in any payment
or payments becoming due from the Seller, the Purchaser or any of its Affiliates to any Person or give any Person the right to terminate
or alter the provisions of any Assumed Contract.
(b)
None of the Seller or the Seller Subsidiaries has committed any material violation or breach of, or any material
default under, any Assumed Contract, and, to the Knowledge of the Seller, no other Person has committed any material violation or
material breach of, or any material default under, any Assumed Contract.
(c)
The Seller has not received any written notice or other communication regarding any actual or possible material
violation or material breach of, or material default under, any Assumed Contract.
(d)
The Seller has not knowingly waived any of its material rights under any Assumed Contract.
(e)
Except as set forth in Schedule 3.13(e)
, there is no Assumed Contract limiting in any material respect the right of the
Seller or any of the Seller Subsidiaries to engage in any line of business, including the Business, or to compete with any Person.
3.14
Employee Matters .
(a)
Schedule 3.14(a) of the Seller Disclosure Schedules contains a list of employees employed by the Seller or the Seller
Subsidiaries related to the Business (the “ Business Employees ”) as of the Agreement Date, and accurately reflects each such
employee’s location of employment, salary, and other cash compensation payable to them, date of employment, position, accrued paid
time off or vacation as of March 31, 2011, and exempt or non-exempt status, where applicable. The Seller will provide an updated list
of the Business Employees as of the Closing in the event that any Business Employee’s employment with the Seller is terminated prior
to the Closing or any employees are hired by the Seller after the Agreement Date who would have been included on Schedule 3.14(a)
of
the Seller Disclosure Schedules if employed by the Seller on the Agreement Date.
(b)
To the Knowledge of the Seller, the Seller and each Seller Subsidiary is, and has at all times since December 31,
2007 been, in compliance, in all material respects, with all applicable Laws relating to employment, employment practices, wages,
bonuses, employee benefit plans and programs and terms and conditions of employment related to the Business Employees.
(c)
Except as set forth on Schedule 3.14(c) of the Seller Disclosure Schedules, there is no pending Legal Proceeding or,
to the Knowledge of the Seller, threatened Legal
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