Seagate 2010 Annual Report Download - page 187

filed prior to the Agreement Date, since July 2, 2010 neither the Guarantor nor any of its Subsidiaries nor the Guarantor’s independent
registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or
operation of internal control over financial reporting utilized by the Guarantor; (B) any illegal act or fraud, whether or not material, that
involves the Guarantor’s management or other employees; or (C) any claim or allegation regarding any of the foregoing.
4.7
Absence of Restrictions . Assuming compliance with all applicable Antitrust Laws, neither (1) the execution, delivery or
performance of this Agreement or any of the other Transaction Documents, nor (2) the consummation of transactions contemplated by this
Agreement or any of the other Transaction Documents (including without limitation the issuance of the Loan Note at the Closing and the
issuance of the Share Consideration upon the exercise of the option to exchange the amount due under the Loan Note for the Share
Consideration), will directly or indirectly (with or without the giving of notice or the lapse of time or both):
(a)
contravene, conflict with or result in a violation of any of the provisions of the Guarantor Constituent Documents or
the Purchaser Constituent Documents;
(b)
contravene, conflict with or result in a violation of any resolution adopted by the shareholders, the board of directors,
or any committee of the board of directors of the Guarantor or the Purchaser;
(c)
contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to
challenge any of the transactions contemplated by this Agreement or any of the other Transaction Documents or to exercise any remedy
or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which each of the Purchaser and the Guarantor,
or any of the assets owned, used or controlled by the Purchaser or the Guarantor, is subject, except for such contravention, conflict,
violation, challenge, remedy or relief which, individually or in the aggregate, would not have a Guarantor Material Adverse Effect; or
(d) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental
Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by the
Purchaser or the Guarantor or that otherwise relates to the business of the Purchaser or the Guarantor or to any of the assets owned, used
or controlled by the Purchaser or the Guarantor, except for such contravention, conflict, violation, revocation, withdrawal, suspension,
cancellation, termination or modification which, individually or in the aggregate, would not have a Guarantor Material Adverse Effect.
4.8 Absence of Changes . Since December 31, 2010:
(a)
no Guarantor Material Adverse Effect has occurred, and no event, occurrence, development or state of circumstances
or facts has occurred that will, or would reasonably be expected to, have a Guarantor Material Adverse Effect; and
(b)
there has not been any loss, damage or destruction to, or any interruption in the use of, any of the assets of the
business or the Purchaser or the Guarantor that has
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