Seagate 2010 Annual Report Download - page 197

(d)
None of the parties hereto shall take any action that would reasonably be expected to hinder or delay the obtaining of
clearance or any necessary approval of any Governmental Body under any Antitrust Laws or the expiration of any required waiting
periods under any Antitrust Laws.
(e)
For the avoidance of doubt, each of the parties hereto hereby fully acknowledges and unequivocally agrees that such
party would be irreparably damaged if any of the provisions of this Section 5.11 are not performed by the other party in accordance
with their specific terms and that any breach of this Section 5.11 by the Purchaser or the Guarantor, or the Seller, as the case may be,
would not be adequately compensated by monetary damages alone. Accordingly, to the fullest extent permitted by applicable Law, (i) in
addition to any other right or remedy to which the Seller, the Purchaser or the Guarantor may be entitled, at law or in equity, the Seller,
the Purchaser or the Guarantor, as the case may be, shall be entitled to enforce any provision of this Section 5.11 by a decree of specific
performance and temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the
provisions of this Section 5.11 in any action instituted in a court of competent jurisdiction, without the posting of any bond or other
undertaking, and (ii) each party hereto hereby irrevocably waives, in any action for specific performance, the defense of adequacy of a
remedy at law. For the avoidance of doubt, in case a remedy of specific performance is not granted, the Seller would remain entitled to
terminate this Agreement under Section 8.1(b) .
(f)
Notwithstanding any of the foregoing, none of the Purchaser or any of its Affiliates shall be under any obligation to
agree to sell, hold, separate, divest, discontinue or limit, before or after the Closing Date, any material assets or businesses or interest in
any material assets or businesses of the Purchaser or any of its Affiliates.
5.12
Transfer Taxes; Expenses . Any transfer Taxes or recording fees payable as a result of the purchase and sale of the Acquired
Assets or any other action arising out of this Agreement or the other Transaction Documents shall be paid by the Purchaser. The parties hereto
shall cooperate with each other to the extent reasonably requested and legally permitted to minimize any such transfer Taxes or recording fees.
The parties hereto shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications and other documents
regarding Taxes and all transfer, recording, registration and other fees that become payable in connection with the transactions contemplated
hereby that are required or permitted to be filed at or prior to the Closing.
5.13
Non-Competition . For period of five (5) years from the Closing Date (the “ Non-Compete Period ”), neither the Seller nor
any Affiliate of the Seller (other than natural Persons) shall, directly or indirectly, engage in whole or in part in a business substantially the same
as the Business as it is conducted by the Seller and any Affiliate of the Seller as of the Closing Date, or in the design or manufacturing of (or
having manufactured) HDDs. Notwithstanding the foregoing and anything else in this Agreement or any other Transaction Document, neither
the Seller nor any Affiliate of the Seller (other than natural Persons) shall be precluded from, and shall not be in violation of this Section 5.13 by,
(i) performing any obligations under, exercising any rights under or otherwise conducting or engaging in any activities contemplated to be
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