Seagate 2010 Annual Report Download - page 226

therein provided by international treaties and conventions. Unless the context otherwise requires, the term “Patent” includes any Patent
Application.
“Permitted Encumbrance” means (a) Encumbrance for Taxes not yet due and payable; and (b) Encumbrance of carriers,
warehousemen, mechanics, materialmen and repairmen incurred in the ordinary course of business consistent with past practice and not yet
delinquent.
“Person” means any individual, corporation, partnership, joint venture, limited liability company, trust, Governmental Body or other
organization.
“Pre-Closing Period” has the meaning ascribed to it in Section 5.1.
“Preliminary Allocation Statement” has the meaning ascribed to it in Section 2.4(a).
“Product Software” means any and all versions of any Software, in source or object code form (including firmware), that is
(i) distributed together with a Business Product, either preloaded on such Business Product or distributed together with such Business Product on
a CD-ROM or similar storage media, or (ii) made available for download by Seller solely for use on or for Business Products.
“Purchase Price” has the meaning ascribed to it in Section 2.1.
“Purchase Price Allocation” has the meaning ascribed to it in Section 2.4(a).
“Purchaser” has the meaning ascribed to it in the Preamble.
“Purchaser Basket” has the meaning ascribed to it in Section 9.5.
“Purchaser Constituent Documents” means the formation documents (including, as applicable, any certificate of incorporation,
bylaws or other charter documents), including all amendments thereto, of the Purchaser.
“Purchaser Designees” has the meaning ascribed to it in Section 5.4(a).
“Purchaser Indemnified Parties” means the Purchaser and the Guarantor, and their respective Affiliates, officers, directors,
employees, agents and representatives.
“Purchaser Losses” has the meaning ascribed to it in Section 9.1.
“Replacement Value” shall mean the dollar value at which a given asset may be replaced with a substantially equivalent asset through
an arm’s-length third party transaction.
“Representatives” means, with respect to a Person, the officers, directors, employees, agents, attorneys, accountants, advisors and
representatives of such Person.
“Requisite Regulatory Approvals” has the meaning ascribed to it in Section 6.1(c).
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