Seagate 2010 Annual Report Download - page 190

Statements of the Business. All fees, costs and expenses incurred by the Seller or any Affiliate thereof in the preparation of the Business
Financial Statements shall be reimbursed to the Seller by the Guarantor promptly, and in any event within ten (10) Business Days, after the
submission to the Guarantor of written invoices therefor.
5.4
Purchaser Designees; Local Asset Transfers .
(a)
The Purchaser may assign the right to acquire certain of the Acquired Assets, or to assume certain of the Assumed
Liabilities or employment relationships with the Transferred Employees to one or more of its Affiliates (the “ Purchaser Designees ”).
No later than ninety (90) days following the Agreement Date, the Purchaser shall provide to the Seller a list of the Purchaser Designees,
their respective constitutional documents and other documents and information reasonably requested by the Seller.
(b)
The Seller shall, in good faith consultation with the Purchaser, select the manner by which the Acquired Assets are
sold, conveyed, transferred or assigned to the Purchaser and/or the Purchaser Designees; provided that the manner selected shall result
in the Purchaser and/or the Purchaser Designees, as applicable, receiving a Tax basis in each of the relevant jurisdictions for local Tax
purposes at least equal to the applicable Purchase Price Allocation. If a Tax basis is not available with respect to any Acquired Asset as
a result of a non-Tax issue, the parties will discuss the reasonable resolution of such matter.
(c)
The parties shall enter into and deliver (and, in case of the Purchaser, shall cause the relevant Purchaser Designees to
enter into and deliver, and, in case of the Seller, shall cause the relevant Seller Subsidiaries to enter into and deliver) the Transfer
Agreements promptly after the Agreement Date, but no later than ninety (90) days thereafter, subject to any delays resulting from
compliance with applicable Law. The consummation and closing of the sale, conveyance, transfer and/or assignment under each
Transfer Agreement shall be subject to and occur simultaneously on the Closing Date.
5.5
No Negotiation . From the date hereof until the earlier of (a) the Closing Date and (b) the date on which this Agreement is
terminated in accordance with its terms, the Seller shall not, and the Seller shall cause each of the Seller Subsidiaries not to, directly or indirectly
through any of their respective directors, officers or other employees, affiliates, representatives or other agents (including its financial, legal,
accounting or other advisors): (i) solicit, knowingly encourage, knowingly initiate or knowingly facilitate any inquiry, proposal or offer from
any third party regarding an acquisition or sale of the Business, regardless of the structure or form of transaction (an “ Alternative Transaction
”); (ii) furnish or make available to any third party any non-public information regarding the Business in a manner intended to facilitate an
Alternative Transaction; (iii) participate in any discussions with any third party regarding an Alternative Transaction; or (iv) enter into an
agreement, or otherwise make any commitment or other arrangement, whether binding or non-binding, regarding an Alternative Transaction.
Notwithstanding the foregoing, the Seller and each Seller Subsidiary shall be permitted to provide confidential information and otherwise engage
in discussions with any third party in the ordinary course of business and in furtherance of the conduct of the Business.
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