Seagate 2010 Annual Report Download - page 202

8.2
Closing Breach . In the event that (a) the Requisite Regulatory Approvals have been obtained pursuant to Section 6.1, (b) the
conditions set forth in Section 6.1(d) and Section 6.2 have been satisfied or waived, and (c) the Purchaser and the Guarantor do not fulfill their
obligations under this Agreement to timely consummate the transactions contemplated by this Agreement and the other Transaction Documents
(“ Closing Breach ”), the Seller shall be entitled to seek specific performance of the provisions of this Agreement, including the provisions
relating to the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, as set forth in
Section 11.1. If such remedy of specific performance is not granted to the Seller for any reason whatsoever, the Seller may terminate this
Agreement at its sole discretion and receive the termination fee pursuant to Section 8.3(b), as well as seek any and all other remedy available
under law and equity.
8.3
Effect of Termination .
(a)
If this Agreement is terminated by the Seller pursuant to Section 8.1(b), the Purchaser and the Guarantor, jointly and
severally, shall pay to the Seller an amount equal to US$72,500,000 as promptly as possible (but in any event within five (5) Business
Days after the date of termination).
(b)
If this Agreement is terminated by the Seller pursuant to Section 8.2, the Purchaser and the Guarantor, jointly and
severally, shall pay to the Seller an amount equal to US$82,500,000 as promptly as possible (but in any event within five (5) Business
Days after the date of termination).
(c)
The payment contemplated by Section 8.3(a) and Section 8.3(b) shall only be payable by the Guarantor and the
Purchaser, together, one time as a single payment.
(d)
In the event of termination of this Agreement, this Agreement shall forthwith become void and there shall be no
liability on the part of any party to this Agreement, except for the obligations and other provisions set forth under Section 5.8 ( Public
Announcements ), Section 5.9 ( Confidentiality ), this Section 8 ( TERMINATION ), and Section 11 ( MISCELLANEOUS
PROVISIONS ) (other than Section 11.12 ( Seller Disclosure Schedules )) and Exhibit A ( Certain Definitions ), all of which shall
survive the date of termination of this Agreement. Notwithstanding the foregoing, but subject to the following proviso of this sentence,
nothing contained herein shall relieve any party from liability for any fraud and willful and intentional breach hereof; provided,
however , that in the event this Agreement is terminated pursuant to Section 8.1(b) and the Seller receives the payment contemplated by
Section 8.3(a), then receipt of such payment in full shall constitute liquidated damages for any breach of this Agreement and none of the
Seller or any of its Affiliates shall be entitled to additional damages or other remedies for any breach of the this Agreement occurring
prior to such termination.
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