Seagate 2010 Annual Report Download - page 192

charges or similar contributions relating to the same. The Purchaser shall be responsible for liabilities with respect to the transfer or
termination of any Transferred Employees by the Purchaser after the Closing, including without limitation, health care or any other
continuation coverage with respect to benefits plans established or maintained by the Purchaser after the Closing, as applicable.
Notwithstanding the foregoing, the Seller shall transfer to the Purchaser and/or Purchaser Designee(s), as applicable, the accrued but
unpaid severance reserves for the Transferred Employees at the Closing.
(e)
The Seller and the Purchaser agree and acknowledge that the employment relationships of the Transferred
Employees are governed by the Laws of various jurisdictions and that the offer or transfer of employment and subsequent employment
of the Transferred Employees by the Purchaser as contemplated by this Section 5.6 is subject to different legal requirements depending
on the jurisdiction by which the employment relationship of the respective Transferred Employee is governed. Irrespective of the
various obligations which are set forth in this Agreement and in particular in this Section 5.6, the Purchaser agrees to undertake all
actions which may be reasonably required to effect the employment of the Transferred Employees by the Purchaser, and the Seller shall
reasonably cooperate therewith. In connection with the employment of the Transferred Employees by the Purchaser, each party hereto
shall comply in all material respects with all applicable Laws and any written agreement with any relevant trade union, works council,
other employee representative body, or with any individual Transferred Employee. Each party hereto agrees to provide the other party
with information reasonably required by the other party to (i) comply with any legal requirement (whether statutory or pursuant to any
written agreement with any relevant trade union, works council or other employee representative body) in respect of the contemplated
employment of the Transferred Employee by the Purchaser and (ii) inform, consult or negotiate with or seek consent from the relevant
employees, relevant trade unions, relevant works councils or any other employee representative body in relation to this Agreement and
the transactions contemplated hereby. Unless approved by the other party in writing, the parties hereto shall at all times between the
Agreement Date and the Closing Date, refrain from any communication or other actions which are intended to cause, provoke or
encourage a Transferred Employee to reject the Purchaser’s offer of employment.
5.7
Assumed Contracts; Non-Assignable Contracts . The Seller and the Seller Subsidiaries, as applicable, shall use commercially
reasonable efforts to (a) obtain the consent of the third parties required under any Assumed Contract in connection with the Transaction
Documents or the consummation of the transactions contemplated by the Transaction Documents, or that may be necessary in order to prevent
the termination by any third party of any Assumed Contract as a result of the Transaction Documents or the consummation of the transactions
contemplated by the Transaction Documents, (b) make the benefit of any Non-Assignable Contract available to the Purchaser so long as the
Purchaser fully cooperates with the Seller and the Seller Subsidiaries and promptly reimburses the Seller and the Seller Subsidiaries for all
payments made by the Seller or the Seller Subsidiaries (with the prior written approval of the Purchaser) in connection therewith and (c) enforce,
at the request of the Purchaser and at the sole expense and for the account of the Purchaser, any right of the Seller or the Seller Subsidiaries
arising from any Non-Assignable Contract against the other party or parties thereto
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