Seagate 2010 Annual Report Download - page 183

purposes and not with a view to the distribution thereof, (c) has had the opportunity to obtain additional information concerning the Guarantor as
desired in order to evaluate the merits and the risks inherent in holding the Ordinary Shares, (d) is able to bear the economic risk inherent in
holding the Ordinary Shares, subject to the restrictions on transfer of the Ordinary Shares set forth in the Shareholder Agreement, and (e) is an
“accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act.
3.22
No Other Representations or Warranties
. Except for the representations and warranties contained in this Section 3, the Seller
is not making or granting any representation or warranty or any other statement whether express or implied and the Seller hereby disclaims any
other representation or warranty or any other statement, whether made by the Seller or any Affiliate of the Seller or any of their respective
Representatives with respect to the Business, the Acquired Assets, the Assumed Liabilities, the execution of this Agreement or the other
Transaction Agreements or the transactions contemplated hereunder and thereunder, and in particular and without limiting the generality of the
foregoing, the Purchaser and the Guarantor acknowledge that the Seller makes no representation or warranty with respect to:
(a)
any projections, estimates or budgets or any future revenues, future results of operations (or any component thereof),
future cash flows, future financial condition (or any component thereof) or the future conduct and operations of the Business delivered
or made available to the Purchaser, the Guarantor, their respective Affiliates or their or their respective Affiliates’ Representatives, and
(b)
any other information or documents made available to the Purchaser, the Guarantor, their respective Affiliates or
their or their respective Affiliates’ Representatives with respect to the Business.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER AND THE GUARANTOR
Each of the Purchaser and the Guarantor, jointly and severally, represents and warrants to the Seller as follows, and in addition, without
prejudice to the foregoing, the Purchaser individually and on its own account as a separate covenant represents and warrants to the Seller as
follows:
4.1
Organization and Standing . Each of the Purchaser and the Guarantor is a corporation duly incorporated, validly existing and,
in the case of the Purchaser, in good standing under the Laws of the jurisdiction of its incorporation, is not in administration, examinership,
receivership or liquidation, and no petition has been presented for its winding-up and there are no grounds on which any petition or application
could be based for its winding-
up or the appointment of an administrator or receiver over its assets, has all corporate power and authority to own,
lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified to do business and, to the
extent such jurisdiction has a concept of good standing, is in good standing as a foreign entity in each jurisdiction where the nature of its
activities makes such qualification necessary, except for jurisdictions in which the failure to
20