Seagate 2010 Annual Report Download - page 227

“Retail Drives” means all HDD products sold by the Seller through retail channels as Samsung-branded products, including bare-
drives and other internal drives, direct attach HDDs (including HDDs with USB, IEEE, eSata and other similar interfaces) and network attach
HDDs.
“Retained Technology” means any Technology that is not exclusively used in the Business as of the Closing.
“SEC” means the United States Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Seller” has the meaning ascribed to it in the Preamble.
“Seller Constituent Documents”
means the certificate of incorporation and bylaws, or any similar charter documents, of the Seller and
the Seller Subsidiaries.
“Seller Contract” means any Contract, including any amendment or supplement thereto: (a) to which the Seller or a Seller Subsidiary
is a party; (b) by which the Seller or the Seller Subsidiaries or any of their respective assets is or may become bound or under which the Seller or
the Seller Subsidiaries has, or may become subject to, any obligation; or (c) under which the Seller or the Seller Subsidiaries has or may acquire
any right or interest.
“Seller Disclosure Schedules” means the disclosure schedules delivered to the Purchaser on behalf of the Seller and the Seller
Subsidiaries on the Agreement Date, as such schedules may be modified, updated, supplemented and amended by the Seller prior to the Closing
Date as contemplated by Section 11.12.
“Seller Indemnified Parties” means the Seller, the Seller Subsidiaries and their respective Affiliates, shareholders officers, directors,
employees, agents and representatives.
“Seller Losses” has the meaning ascribed to it in Section 9.2.
“Seller Material Adverse Effect” means any fact, change, event, effect, occurrence or circumstance that, individually or in the
aggregate (considered together with all other facts, changes, events, effects, occurrences or circumstances) has or would reasonably be expected
to have or give rise to a material adverse effect on (a) the Business, the Acquired Assets or the Assumed Liabilities; provided that in no event
shall any fact, change, event, effect, occurrence or circumstance, alone or in combination, be deemed to constitute, or be taken into account in
determining whether there has occurred a Seller Material Adverse Effect: (i) the failure of the Seller or the Business to meet historic, budgeted or
forecasted revenue levels, earnings or other financial metrics or any public estimates of such metrics (provided that this clause (i) shall not
prevent a determination that any change or effect underlying such failure to meet forecasts or projections has resulted in a Seller Material
Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Seller Material Adverse Effect)), (ii) the
trading price or trading volume of the common stock of the Seller, (iii) changes in general local, domestic, foreign, or international economic
conditions, (iv) changes affecting generally the industries or markets in which the Seller operates or conducts the Business, (v) loss of or any
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