Seagate 2010 Annual Report Download - page 182

(i)
that involves the Business or any of the Acquired Assets which if decided adversely would have a Seller
Material Adverse Effect; or
(ii)
that involves the Business or any of the Acquired Assets which challenges, or that may have the effect of
preventing, materially delaying, making illegal or otherwise interfering with, the transactions contemplated by this Agreement.
(b)
Except as set forth in Schedule 3.17(b) of the Seller Disclosure Schedules and, except as would not have a Seller
Material Adverse Effect, there is no decree, order, judgment, injunction, temporary restraining order or other order in any Legal
Proceeding to which the Seller, the Business or any Acquired Asset is subject.
3.18
Customers and Suppliers . Schedule 3.18 of the Seller Disclosure Schedules contains a true, correct and complete list of the
names and addresses of the Customers and Suppliers as of the Agreement Date. The Seller and the Seller Subsidiaries maintain good
commercial relations with each of their respective Customers and Suppliers and, to the Knowledge of the Seller, no event has occurred that
would materially and adversely affect the Seller’s or the Seller Subsidiaries’ relations with any such Customer or Supplier, excluding the
transactions contemplated by this Agreement and any announcement related thereto. The Seller has not received any written notice to the effect
that any current customer or supplier may terminate or materially alter its business relations with the Seller or any Seller Subsidiary, either as a
result of the transactions contemplated hereby or otherwise, that, in either case, would have a Seller Material Adverse Effect.
3.19
Tax Matters .
(a)
Except as set forth in Schedule 3.19(a) of the Seller Disclosure Schedules, the Seller and the Seller Subsidiaries have
(i) paid, withheld and remitted on a timely basis to the competent Taxing Authority all Taxes arising out of the conduct of the Business
or concerning or attributable to the Acquired Assets that may become due and payable on or prior to the Closing Date and (ii) timely
filed all Tax Returns relating to all Taxes arising out of the conduct of the Business or concerning or attributable to the Acquired Assets,
which Tax Returns are true and correct in all material respects.
(b)
There are no liens on any of the Acquired Assets with respect to Taxes.
3.20
Finder’s Fee . No broker, finder or investment banker, other than Allen & Company LLC, is entitled to any brokerage,
finder’s or other fee or commission payable by the Seller in connection with the transactions contemplated hereby.
3.21 Investment Representations . The Seller (a) understands that the Ordinary Shares comprising the Share Consideration have
not been, and, except as contemplated by and in accordance with the terms of Article IV of the Shareholder Agreement, will not be, registered
under the Securities Act, or registered or qualified for resale under any state or foreign securities laws, and are being offered and sold to the
Seller hereunder in reliance upon U.S. federal and state exemptions for transactions not involving any public offering, (b) is subscribing for the
Ordinary Shares comprising the Share Consideration solely for its own account for investment
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