Seagate 2010 Annual Report Download - page 218

EXHIBIT A
CERTAIN DEFINITIONS
For purposes of the Agreement (including this Exhibit A ):
“2010 Financial Statements of the Business” has the meaning ascribed to it in Section 5.3.
“Acquired Assets” has the meaning ascribed to it in Section 1.1.
“Additional Transferred Assets” means all of the assets specified on Schedule 1.1(k) of the Seller Disclosure Schedules.
“Affiliate” means a corporation, company, partnership or other entity that now or later owns, is owned by or is under common
ownership or control with, directly or indirectly, a Party to this Agreement. For purposes of the foregoing, “control,” “own”, “owned”, or
“ownership”
means ownership, either directly or indirectly, of fifty percent (50%) or more of the stock or other equity interest entitled to vote for
the election of directors or an equivalent body. The corporation, company, partnership, or other entity will be deemed to be an Affiliate only so
long as such ownership or control exists.
“Agreement” means this Asset purchase agreement, together with all exhibits and schedules thereto, as amended from time to time.
“Agreement Date” has the meaning ascribed to it in the Preamble.
“Alternative Transaction” has the meaning ascribed to it in Section 5.5.
“Anti-Corruption and Anti-Bribery Laws” means the Foreign Corrupt Practices Act of 1977, as amended, any rules or regulations
thereunder, or any other applicable United States or foreign anti-corruption or anti-bribery laws or regulations.
“Antitrust Law” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, as amended, the Federal Trade
Commission Act, as amended, the EC Merger Regulation, and all other Laws that are designed or intended to prohibit, restrict or regulate actions
having the purpose or effect of monopolization or restraint of trade or lessening of competition or creation or strengthening of a dominant
position through merger or acquisition.
“Asset Locations” means those locations set forth in Schedule 1.1(a)(ii) of the Seller Disclosure Schedules.
“Assumed Contracts” means, subject to Section 5.7, all rights of the Seller and the Seller Subsidiaries in and to all Seller Contracts
that relate exclusively to the Business (other than the Excluded Contracts), including but not limited to those contracts set forth on Schedule 1.1
(h) of the Seller Disclosure Schedules and all Seller Contracts that relate exclusively to the conduct of the Business entered into between the
Agreement Date and the Closing.
A-1
“Assumed Liabilities” has the meaning ascribed to it in Section 1.3.
“ Book Value ” shall mean the dollar value at which a given asset is carried on the balance sheet of the owner of the asset.
“Business” means the Seller’s and its Subsidiaries’ HDD business and operations, as conducted by the Storage Systems Division of the
Seller and the Seller Subsidiaries as of the Agreement Date, including without limitation: (i) the design and development, and manufacture and
testing of Business Products, including both internal operations for the foregoing and management of third party vendor and suppliers with
respect to the foregoing; (ii) the design and development of Custom Components and the procurement of Custom Components from third parties;
(iii) the development and creation of Software for Business Products, including firmware, drivers and Software distributed for use with Business
Products; (iv) the sales, distribution and marketing of Business Products; (v) support of Business Products including fulfillment of warranty
obligations, reverse logistics, and customer support; and (vi) provisions of services related to Business Products including OEM, custom design
support and provision of reference designs; provided that, notwithstanding any of the foregoing, in no event shall the “Business” include Seller’s
Component Business or any portion or element thereof.
“Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of
New York, New York or Seoul, the Republic of Korea.
“Business Employees” has the meaning ascribed to it in Section 3.14(a).
“Business Products” means (i) any HDDs that are, or have been within the 5-year period preceding the Closing Date, designed,
manufactured and sold by the Storage Systems Division of the Seller and (ii) any HDDs that are currently under development by the Storage
Systems Division of the Seller including those products identified as being currently under development on Schedule A-2 of the Seller
Disclosure Schedules. Business Products include Product Software, housing, documentation, packaging and the like that form or constitute a
complete HDD product sold directly or indirectly to end users.