Seagate 2010 Annual Report Download - page 206

9.5
Liability Limits . Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make
a claim against the Seller for indemnification under Section 9 for Purchaser Losses unless and until the aggregate amount of such Purchaser
Losses (excluding all Purchaser Losses in respect of any single claim which do not exceed US$100,000, for which no claim for indemnification
may be made (the “ Threshold Amount ”)) exceeds US$10,000,000 (the “ Purchaser Basket ”), in which event the Purchaser Indemnified
Parties may claim indemnification only with respect to the amount of such Purchaser Losses in excess of the Purchaser Basket. The total
aggregate liability, other than Excluded Liabilities pursuant to Section 1.4(j), of the Seller for Purchaser Losses with respect to any and all claims
made pursuant to Section 9 shall be limited to US$137,500,000 (the “ Indemnity Cap ”). Notwithstanding anything to the contrary set forth
herein, (i) the Threshold Amount and the Purchaser Basket shall not apply to the Seller’s indemnification obligations (x) based on Section 9.1
(c) or (y) arising out of a breach of Section 5.16; (ii) the Indemnity Cap shall not apply to the Seller’s indemnification obligations arising out of
(x) any of the Excluded Liabilities falling under clauses (b) through (i) and clauses (k) through (p) of Section 1.4 or (y) a breach of Section 2.1
(b), Section 2.3(b), Section 5.9 or Section 5.13; and (iii) the total aggregate liability of the Seller for Purchaser Losses with respect to any and all
claims made pursuant to Section 9 that arise out of any of the Excluded Liabilities falling under clause (j) of Section 1.4 shall be limited to a
separate indemnity cap equal to US$68,750,000.
9.6
Exclusive Remedy . Except for actions grounded in fraud or willful or intentional breach, from and after the Closing and
subject to Section 8 and Section 11.1, the indemnities provided in this Section 9 shall constitute the sole and exclusive remedy of any
Indemnified Party for damages arising out of, resulting from or incurred in connection with any claims related to this Agreement.
Notwithstanding the foregoing, nothing herein shall limit the ability of the Parties to seek specific performance or other equitable remedies
pursuant to Section 11.1.
SECTION 10
GUARANTEE
10.1
Guarantee . Without limiting any of the obligations and liabilities of the Guarantor under this Agreement, the Guarantor
hereby absolutely, irrevocably and unconditionally guarantees to the Seller the full and prompt payment, performance and satisfaction of all of
the Purchaser’s and any Purchaser Designee’s obligations, duties, covenants, agreements, and liabilities to the Seller arising under this
Agreement and under any other Transaction Documents, whether such obligations, duties, covenants, agreements and liabilities of the Purchaser
or any Purchaser Designee arise prior to, on or after the Closing Date (the “ Guaranteed Obligations ”).
10.2
Obligations Absolute . To the fullest extent permitted by applicable Law, the Guaranteed Obligations of the Guarantor
hereunder shall remain fully effective without regard to, and shall not be affected, limited or impaired in any way by: (i) any bankruptcy,
insolvency, reorganization, adjustment, dissolution, liquidation, examinership or other like proceeding (each, an “ Insolvency Proceeding ”)
relating to the Seller, the Purchaser, any Purchaser Designee or the Guarantor or any Affiliates thereof or any other implied or express guaranty
thereof; (ii) any action taken by any trustee or receiver, or by any court, in any Insolvency Proceeding, whether or not the Guarantor shall have
had notice or knowledge of any Insolvency Proceeding; (iii) any
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