Seagate 2010 Annual Report Download - page 193

(including the right to elect or terminate any such Non-Assignable Contract in accordance with the terms thereof). The Purchaser shall use
commercially reasonable efforts to avoid taking any action or suffering any omission which would limit, restrict or terminate in any material
respect the benefits to the Purchaser of any Non-Assignable Contract. Nothing in this Agreement or any document executed in connection
herewith shall constitute a sale, assignment, transfer or conveyance to, or assumption by, the Purchaser of the Non-Assignable Contracts, and
prior to obtaining the applicable third-party consent with respect to a Non-Assignable Contract that would otherwise be included in an Assumed
Contract, such Contract shall not be included in the Assumed Contracts and shall be retained by the Seller. With respect to any such Non-
Assignable Contract as to which the necessary approval or consent for the assignment or transfer to the Purchaser is obtained following the
Closing, the Seller shall transfer such Non-Assignable Contract to the Purchaser by execution and delivery of an instrument of conveyance
promptly after the receipt of such approval or consent. Notwithstanding anything to the contrary in this Section 5.7, the Seller shall not be
obligated to incur any out-of-pocket expenses in order to obtain a third-party consent related to any Assumed Contract.
5.8
Public Announcements . During the Pre-Closing Period, neither the Purchaser or the Guarantor, on the one hand, nor the
Seller or the Seller Subsidiaries, on the other hand, shall (and they shall not permit any of their respective Affiliates or Representatives to) issue
any press release or make any public statement regarding this Agreement or any of the other Transaction Documents, or regarding any of the
transactions contemplated hereby or thereby, without the other parties’ prior written consent; provided, however , that nothing herein shall be
deemed to prohibit any party from making any public disclosure that such party deems necessary or appropriate under applicable Law or the
rules of any securities exchange or market, in which case the other parties shall be consulted in good faith as to the nature, content and form of
such public disclosure prior to disclosure; provided, further , that without the prior written consent of the other parties, no party shall at any time
disclose to any Person the fact that this Agreement or any of the other Transaction Documents has been entered into or any of the terms of this
Agreement or any of the other Transaction Documents other than to such party’s advisors who such party reasonably determines needs to know
such information for the purpose of advising such party, it being understood that such advisor will be informed of the confidential nature of this
Agreement and the other Transaction Documents and the terms hereof and thereof and will be directed to treat such information as confidential
in accordance with the terms of this Agreement.
5.9
Confidentiality .
(a)
Except as set forth in Schedule 5.9
of the Seller Disclosure Schedules, none of the parties hereto shall, and each party
shall ensure that none of their respective Affiliates will, during the Pre-Closing Period and after the Closing Date, disclose any
Confidential Information, whether regarding itself or regarding the other parties, to any third Person. The obligation of the parties under
this Section 5.9 shall not apply to any of the following: (i) disclosure of such Confidential Information required by applicable Law or
the rules of any securities exchange or market, in which case the other parties shall be consulted in good faith as to the nature, content
and form of such disclosure prior to disclosure; (ii) disclosure of such Confidential Information to such party’s professional advisors
who have been retained in relation to the transactions contemplated by this
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