Seagate 2010 Annual Report Download - page 224

“Insolvency Proceeding” has the meaning ascribed to it in Section 10.2.
“Intellectual Property” means any and all of the rights in or associated with the following throughout the world: (a) Patents,
(b) Trademarks, (c) Copyrights, (d) Trade Secrets and (e) any equivalent intellectual property right to the foregoing.
“Internet Properties” means Uniform Resource Locators, Web site addresses and domain names, all of the foregoing of which are
used exclusively by the Business other than any of the foregoing that incorporate the Seller’s trade name, as set forth on Schedule A-7 of the
Seller Disclosure Schedules.
“IP Agreement” has the meaning ascribed to it in the Recitals.
“Knowledge of the Guarantor” means the actual knowledge of Mr. Stephen J. Luczo, Mr. Patrick O’Malley, or Mr. Kenneth
Massaroni after reasonable due inquiry.
“Knowledge of the Seller” means the actual knowledge of Mr. Hakeung (Edward) Kim, Mr. Namseong Cho, or Mr. Noyeol Park after
reasonable due inquiry.
“Korean IFRS” means Korean International Financial Reporting Standards.
“Law” means any federal, state, local, municipal, foreign or international, multinational other law, statute, constitution, principle of
common law, resolution, ordinance, code, edict, decree, directive, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated,
implemented or otherwise put into effect by or under the authority of any Governmental Body, including, without limitation, the Companies Acts
1963 to 2009 of Ireland.
“Legal Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative,
investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or
before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.
“Letter of Intent” means that certain letter of intent entered into between the Seller and the Guarantor on March 29, 2011.
“Loan Note” has the meaning ascribed to it in the Recitals.
“LOI Deposit Amount” means US$10,000,000 which the Guarantor has provided as a deposit to the Seller under the Letter of Intent.
“Losses” means any and all claims, liabilities, obligations, damages, losses, penalties, fines, judgments, costs and expenses (including
amounts paid in settlement, costs of investigation and attorney’s fees and expenses), whenever arising or incurred, and whether arising out of a
third party claim.
“Materials of Environmental Concern” include any chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and
petroleum products and any other
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