Seagate 2010 Annual Report Download - page 228

other change in the relationships with employees (including any strikes and other labor dispute), suppliers or customers (including customer
orders or contracts) resulting from the announcement or pendency of the transactions contemplated by this Agreement, (vi) changes arising out
of acts of war, sabotage or terrorism, military actions or the escalation thereof, (vii) changes arising out of weather conditions or other force
majeure events, (viii) changes in applicable laws or accounting rules or principals, including changes in Korean IFRS, or (ix) the taking of or
failure to take any action expressly required to be taken or not taken by this Agreement, or (b) the ability of the Seller to consummate the
transactions contemplated by, or to perform any of its obligations under, this Agreement.
“Seller’s Component Business” shall mean the business and operations of researching, developing, designing, manufacturing, selling,
offering for sale, importing or otherwise commercializing Components (other than Custom Components), all as conducted by the Seller and the
Seller Subsidiaries.
“Seller Retained Environmental Liabilities” means any liability, obligation, judgment, penalty, fine, cost or expense, of any kind or
nature, or the duty to indemnify, defend or reimburse any Person with respect to: (i) the presence on or before the Closing Date of any Materials
of Environmental Concern in the soil, groundwater, surface water, air or building materials of any real property owned, leased, used, or occupied
by the Seller or any Seller Subsidiaries with respect to the Business (“ Pre-Existing Contamination ”); (ii) the migration at any time prior to or
after the Closing Date of Pre-Existing Contamination to any other real property, or the soil, groundwater, surface water, air or building materials
thereof; (iii) any Hazardous Materials Activity conducted on any real property owned, leased, used, or occupied by the Seller or any Seller
Subsidiaries with respect to the Business prior to the Closing Date or otherwise occurring prior to the Closing Date in connection with or to
benefit the Business (“ Pre-Closing Hazardous Materials Activities ”); (iv) the exposure of any person to Pre-Existing Contamination or to
Materials of Environmental Concern in the course of or as a consequence of any Pre-Closing Hazardous Materials Activities, without regard to
whether any health effect of the exposure has been manifested as of the Closing Date; (v) the violation of any Environmental Laws by the Seller,
the Seller Subsidiaries, or their agents, employees, predecessors in interest, contractors, invitees or licensees with respect to the Business prior to
the Closing Date or in connection with any Pre-
Closing Hazardous Materials Activities prior to the Closing Date; (vi) any actions or proceedings
brought or threatened by any third party with respect to any of the foregoing; and (vii) any of the foregoing to the extent they continue after the
Closing Date.
“Seller Subsidiaries” means the Subsidiaries of the Seller as set forth in Schedule A-11 of the Seller Disclosure Schedules.
“Share Consideration” has the meaning ascribed to it in Section 2.1.
“Shareholder Agreement” has the meaning ascribed to it in the Recitals.
“Software” means computer software, programs, and databases in any form, including source code, object code, operating systems and
specifications, data, databases, database
A-11