Common use of Investment/Distributions Clause in Contracts

Investment/Distributions. (i) Amounts deposited in the Collection Account shall be invested by the Administrators in short-term money markets instruments, and shall be distributed to holders of TRA Rights on each calendar quarterly end commencing with the first such day that is at least 45 days following the Closing Date (as defined in the Stock Purchase Agreement); provided, however, the amount available for distribution exceeds $5.0 million. Notwithstanding the immediately preceding sentence, the Administrators shall not distribute to the holders of the TRA Rights any amounts held in the Collection Account if such distribution would cause the balance in the Collection Account to be less than $150 million (including interest earned thereon, net of amounts in respect of applicable income taxes) (the "Retained TRA Amount") until such time as there is a settlement, expiration of the applicable statute of limitations, or final determination (as defined in Section 1313(a) of the Code) with respect to the last audit, examination or contest in respect of Seagate income taxes relating to the taxable period beginning July 1, 2000 and ending on the Closing Date (as defined herein) and any carryback arising in such taxable period and the taxable period beginning July 1, 1999 and ending June 30, 2000, provided, however, upon a settlement or a final determination (as defined in Section 1313(a) of the Code) with respect Seagate's Federal income taxes for the taxable period in which the Closing occurs and the taxable years to which any attribute arising in the taxable year in which the Closing occurs is carried back and the taxable period beginning July 1, 1999 and ending June 30, 2000, the remaining amount held in the Collection Account, less $25 million, shall be distributed immediately to the holders of the TRA Rights. (ii) The Retained TRA Amount shall be paid (x) first to the extent the Collection Account does not contain amounts in excess of the Retained TRA Amount, to pay third-party expenses associated with the administration of the TRA Right and to pay amounts in respect of Taxes imposed on income earned on the assets held in the Collection Account pursuant to Section 5.15(b)(ii)(y) and (iii) above, (y) second to Veritas for application in respect of Seagate income taxes (including interest and penalties, if any) relating to (A) the taxable period (or that portion of a taxable period) beginning July 1, 2000 and ending on or before the Closing Date (as defined herein) and any carryback arising in such taxable period or (B) the taxable period beginning on July 1, 1999 and ending on or before June 30, 2000 but solely with respect to Seagate income taxes attributable to the Canadian Reorganization as defined in the Stock Purchase Agreement; and (z) then third, the remainder (less the Administrators' fee as described in Section 5.15(b)(ii)(x) above) thereof, to the holders of the TRA Rights, pursuant to Section 5.15(e)(i) hereof.

Investment/Distributions. (i) Amounts deposited in the Collection Account shall be invested by the Administrators in short-term money markets instruments, and shall be distributed to holders of TRA Rights on each calendar quarterly end commencing with the first such day that is at least 45 days following the Closing Date (as defined in the Stock Purchase Agreement); provided, provided however, the amount available for distribution exceeds $5.0 million. Notwithstanding the immediately preceding sentence, the Administrators shall not distribute to the holders of the TRA Rights any amounts held in the Collection Account if such distribution would cause the balance in the Collection Account to be less than $150 300 million (including interest earned thereon, net of amounts in respect of applicable income taxes) (the "Retained TRA Amount") until such time as there is a settlement, expiration of the applicable statute of limitations, or final determination (as defined in Section 1313(a) of the Code) with respect to the last audit, examination or contest in respect of Seagate income taxes relating to the taxable period beginning July 1, 2000 and ending on the Closing Date (as defined herein) and any carryback arising in such taxable period and the taxable period beginning July 1, 1999 and ending June 30, 2000period, provided, however, upon the earlier to occur of a settlement settlement, or a final determination (as defined in Section 1313(a) of the Code) with respect Seagate's Federal federal income taxes for the taxable period year in which the Closing occurs and the taxable years to which any attribute arising in the taxable year in which the Closing occurs is carried back and the taxable period beginning July 1, 1999 and ending June 30, 2000back, the remaining amount held in the Collection Account, less $25 50 million, shall be distributed immediately to the holders of the TRA Rights. (ii) The Retained TRA Amount shall be paid (x) first to the extent the Collection Account does not contain amounts in excess of the Retained TRA Amount, to pay third-party expenses associated with the administration of the TRA Right and to pay amounts in respect of Taxes imposed on income earned on the assets held in the Collection Account pursuant to Section 5.15(b)(ii)(y) and (iii) above, (y) second to Veritas for application in respect of Seagate income taxes Taxes (including interest and penalties, if any) relating to (A) the taxable period (or that portion of a taxable period) beginning July 1, 2000 and ending on or before the Closing Date (as defined herein) and any carryback arising in such taxable period or (B) the taxable period beginning on July 1period, 1999 and ending on or before June 30, 2000 but solely with respect to Seagate income taxes attributable to the Canadian Reorganization as defined in the Stock Purchase Agreement; and (zy) then thirdsecond, the remainder (less the Administrators' fee as described in Section 5.15(b)(ii)(x) abovefees and expenses, including reimbursement for taxes) thereof, to the holders of the TRA Rights, pursuant to Section 5.15(e)(i) hereof.