Seagate 2010 Annual Report Download - page 195

reasonably regarding any other impediment to the consummation of the transactions contemplated by this Agreement and the other
Transaction Documents;
(d)
The Seller shall give notices to all relevant third parties and use its commercially reasonable efforts (in consultation
with the Purchaser) to obtain such third-party consents necessary or required to consummate the transactions contemplated by this
Agreement and the other Transaction Documents;
(e)
The Seller will, without demanding any further consideration therefor, at the request and expense of the Purchaser
(except for the value of the time of the Seller’s employees), use its commercially reasonable efforts to do (and cause its Affiliates to do)
all lawful acts that are necessary for prosecuting, sustaining, obtaining continuations of, or reissuing Transferred IP and for evidencing,
maintaining, recording and perfecting the Purchaser’s rights to any Transferred IP, including but not limited to (i) execution and
acknowledgement of (and causing its Affiliates to execute and acknowledge) assignments and other instruments in a form reasonably
required by the Purchaser for each Patent jurisdiction and (ii) providing the Purchaser (or the relevant Purchaser Designee) with
reasonable assistance to secure the Purchaser’s rights in any inventions within the Transferred IP, in any and all applicable countries,
including the disclosure to the Purchaser of all pertinent information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments, and all other instruments necessary in order to apply for, register, obtain, maintain, defend, and
enforce such rights, and in order to deliver, assign and convey to the Purchaser, its successors, assigns, and nominees the sole and
exclusive rights, title, and interest in and to all such inventions, and testifying in a suit or other proceeding relating to such inventions
within the Transferred IP;
(f)
As soon as practicable after the Agreement Date, but no later than sixty (60) days thereafter, the parties hereto shall
agree on the list and scope of services to be provided under the Transition Services Agreement, which services thereunder shall be
provided for up to a maximum of twelve months after the Closing Date, unless the parties otherwise mutually agree in writing. Within
sixty (60) days thereafter, the parties hereto shall negotiate in good faith and agree on the form of the Transition Services Agreement;
and
(g)
The parties hereto shall negotiate in good faith, enter into and deliver the Supply Agreement for Internal Drives and
the Transition Services Agreement on or prior to the Closing Date, which shall become effective as of the Closing Date.
5.11
Regulatory Approvals .
(a)
Each of (i) the Guarantor, (ii) the Purchaser and (iii) to the extent required by applicable rules and regulations, the
Seller and the Seller Subsidiaries, agrees to make, and if applicable, agrees to cause its respective Affiliates to make, an appropriate
filing pursuant to (a) the HSR Act and (b) Regulation (EC) no. 139/2004 (the “ EU Merger Regulation ”) with respect to the
transactions contemplated by this Agreement and the other Transaction Documents within ten (10) Business Days after the Agreement
Date and to supply promptly any additional information and documentary material that may be
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