Seagate 2010 Annual Report Download - page 186

by the SEC or applicable to the Guarantor SEC Documents is accurate and complete, and complies as to form and content with all
applicable Laws. As used in this Section 4.6, the term “ file ”
and variations thereof shall be broadly construed to include any manner in
which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its
staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).
(b)
The financial statements (including any related notes) contained or incorporated by reference in the Guarantor SEC
Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii)
were prepared in accordance with US GAAP applied on a consistent basis throughout the periods covered (except as may be indicated
in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any
successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to
normal and recurring year-end adjustments, none of which were or will be material); and (iii) fairly present, in all material respects, the
consolidated financial position of the Guarantor and its consolidated Subsidiaries as of the respective dates thereof and the consolidated
results of operations and cash flows of the Guarantor and its consolidated Subsidiaries for the periods covered thereby. No financial
statements of any Person other than the Guarantor and its Subsidiaries are required by US GAAP to be included in the consolidated
financial statements of the Guarantor.
(c)
The Guarantor’s auditor has at all times since the date of enactment of the Sarbanes-Oxley Act been: (i) a registered
public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act); (ii) “independent” with respect to the Guarantor
within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Guarantor, in compliance with
subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public
Company Accounting Oversight Board thereunder. All non-audit services performed by the Guarantor’
s auditors for the Guarantor that
were required to be approved in accordance with Section 202 of the Sarbanes-Oxley Act were so approved.
(d)
The Guarantor maintains, and at all times since July 2, 2010 has maintained, a system of internal controls over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with US GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and disposition of the assets of the Guarantor; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in conformity with US GAAP and that receipts and
expenditures are being made only in accordance with authorizations of management and directors of the Guarantor; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the
Guarantor that would have a material effect on the financial statements. To the Knowledge of the Guarantor, except as set forth in the
Guarantor SEC Documents
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