Seagate 2010 Annual Report Download - page 198

undertaken by the Seller or any Affiliate of the Seller in connection with this Agreement or any other Transaction Document, including the IP
Agreement and the Transition Services Agreement, (ii) conducting or in any manner otherwise engaging in, directly or indirectly, (x) the Seller’
s
Component Business or (y) the research and development, design, manufacture, sale or any other commercialization of semiconductor products,
solid-
state drives or devices, components or other products which are not complete HDDs or which merely include or incorporate HDDs, (iii) the
distribution or resale of HDDs purchased from the Purchaser, its Affiliates or a third party and warranty and other support in connection with the
same or (iv) acquiring less than five percent (5%) of the outstanding equity interest in or investing less than US$100,000,000 in any Person
engaged in the business of designing, making, assembling, servicing, supporting or selling HDDs.
5.14
Non-Solicitation . Neither the Purchaser nor the Guarantor shall, for a period of thirty (30) months from the Agreement Date,
in any manner, directly, indirectly, individually, in partnership, jointly or in conjunction with any Person, except as otherwise expressly
permitted by Section 5.6 with respect to Subject Employees and Transferred Employees, (i) recruit or solicit or attempt to recruit or solicit, on
any of their behalves or on behalf of any other Person, any Business Employee, (ii) encourage any Person to recruit or solicit any Business
Employee, or (iii) otherwise encourage any Business Employee to discontinue his or her employment with the Seller or any Affiliate of the
Seller; provided that the placement of advertisements or general solicitations for employment in publications of broad dissemination, including
in newspapers or on the Internet, shall not be deemed to be a violation of this Section 5.14, so long as no employee or group of employees of the
Seller or any Affiliate of the Seller are specifically targeted.
5.15
Customer Visits; Supplier Relationships.
(a)
During the Pre-Closing Period, the Seller shall permit the Purchaser to discuss and meet, and shall reasonably
cooperate in such discussions and meetings, with any Customer of the Seller and the Seller Subsidiaries that the Purchaser so requests.
A Representative of the Seller or a Seller Subsidiary shall have the right, but not the obligation, to accompany the Purchaser’s
Representative to such meetings and shall participate with the Purchaser’s Representative in any such discussions. Furthermore, the
Seller and the Seller Subsidiaries shall cooperate with the Purchaser in the preparation of presentations to such Customers with respect
to the transactions contemplated by this Agreement and the other Transaction Documents. All costs relating to the actions described in
this Section 5.15 (other than the cost of travel for the Seller’s Representative) shall be borne solely by the Purchaser. The Seller shall
promptly notify the Purchaser if a commercial relationship and/or agreement it has with a Customer terminates during the Pre-Closing
Period.
(b)
The Purchaser acknowledges that the Seller and the Seller Subsidiaries have made non-documented informal
commitments with certain suppliers set forth on Schedule 5.15(b) of the Seller Disclosure Schedules for maintaining long-
term business
relationships and continued supply and purchase. The Purchaser hereby agrees to use good-faith commercially reasonable efforts to
honor such long-term commitments as long as practicably possible after the Closing.
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5.16
Inventory . The Seller shall maintain a target level of all inventory intended for use exclusively in the Business so that at the
time of the Closing the value of the Transferred Inventory shall be as follows: (a) raw materials being equal to or greater than the value of 17.3
days, (b) work-in-progress being equal to or greater than 6.4 days, and (c) finished goods being equal to or greater than 17.2 days, in each case
intended for use exclusively in the Business measured as of the Closing Date based on the cost of goods sold as of the end of the last quarter
immediately preceding the Closing Date; provided , however , that the parties hereto agree that the aforementioned inventory level targets as of
the Closing may be reduced by 10% by the relevant division of the Seller.
5.17
Delivery of Books and Records
. During the period commencing on the Agreement Date and continuing through the one year
anniversary of the Closing Date, upon reasonable written request by the Purchaser, the Seller shall make commercially reasonable efforts to
deliver, and to cause its Affiliates to deliver, to the Purchaser copies of all books and records used in the conduct of the Business, including all
manuals, records and files, correspondence, logs, technical records, research and development files, litigation files, sales and promotional
materials, advertising materials, warranty records, engineering records and personnel records of the Seller, as well as such additional financial,
operating, and other data and information as the Purchaser may reasonably request predominantly relating to the operations of the Business to
the extent permitted by relevant Contracts and applicable Laws.
5.18
Valuation in Respect of the Loan Note . The Purchaser and the Guarantor shall have procured that a valuation report
reasonably satisfactory to the Seller and in compliance with Section 30 Companies (Amendment) Act 1983 of Ireland in respect of the
promissory note to be delivered to the Guarantor as consideration for the allotment of the Share Consideration issuable pursuant to the
instrument constituting the Loan Note, and copies of such report shall be delivered to the Guarantor and the Seller on or prior to the Closing
Date.
5.19 Covenant to Pay Irish Stamp Duty .
(a)
If any Irish stamp duty is payable on or in respect of this Agreement or any document or any transfer, assignment or
other conveyance on sale (as defined for the purposes of the Stamp Duties Consolidation Act 1999 of Ireland), in each case,
contemplated herein or required to be delivered by the terms hereof or the instrument constituting the Loan Note or any document
contemplated therein or required to be delivered by the terms thereof, then the Purchaser shall pay such liability in accordance with its
obligations under Irish law.