Seagate 2010 Annual Report Download - page 194

Agreement and the other Transaction Documents and who have been informed of the confidential nature of such information and
agreed to treat such information as confidential in accordance with the terms of this Agreement, but only to the extent necessary for
such advisors to perform their duties; and (iii) disclosure of such Confidential Information for the purpose of defending any claim
against the other party or parties under this Agreement or enforcing its rights hereunder.
(b)
Upon the Closing, any Confidential Information which is part of the Acquired Assets that pertains exclusively to the
Business shall be deemed to be the Confidential Information of the Purchaser.
(c)
The parties acknowledge that the Guarantor and the Seller have previously entered in a Mutual Nondisclosure
Agreement, dated February 28, 2011 (the “ Nondisclosure Agreement ”), which Nondisclosure Agreement shall continue in full force
an effect in accordance with its terms except as modified by this Section 5.9.
5.10
Reasonable Efforts; Further Assurances; Cooperation . Subject to the other provisions hereof, each party hereto shall use its
reasonable best efforts to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law
to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration Date, in
accordance with the terms hereof and shall cooperate fully with each other party and its Representatives in connection with any step required to
be taken as a part of its obligations hereunder, including the following:
(a)
Each party hereto shall promptly and timely make its filings and submissions and shall use its reasonable best efforts
to obtain any required approval of any Governmental Body with jurisdiction over the Acquired Assets or the transactions contemplated
by this Agreement and the other Transaction Documents. Each of the parties hereto shall furnish to each other party all information
required for any application or other filing to be made by such other party pursuant to any applicable Law in connection with the
transactions contemplated hereby; provided that if any such information, in the discretion of the party providing the information, is
deemed confidential, it shall be provided on an outside counsel basis only;
(b)
Each party hereto shall promptly notify the other party of (and provide written copies of) any communications from
or with any Governmental Body in connection with the transactions contemplated hereby;
(c) In the event any claim, action, suit, investigation or other proceeding by any Governmental Body or other Person is
commenced that questions the validity or legality of the transactions contemplated by this Agreement or the other Transaction
Documents or seeks damages in connection therewith, the parties hereto shall (i) cooperate and use their respective reasonable best
efforts to defend against such claim, action, suit, investigation or other proceeding, (ii) in the event an injunction or other order is issued
in any such claim, action, suit, investigation or other proceeding, use their respective best efforts to have such injunction or other order
lifted and (iii) cooperate
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