Netgear 2012 Annual Report Download - page 153

Article 1
DEFINITIONS AND INTERPRETATIONS
1.1 Certain Definitions . For all purposes of and under this Agreement, the capitalized terms in this Section 1.1
shall have the
meanings set forth below.
(a) “ Accounting Firm ”
shall mean Deloitte LLP, and if such firm refuses or is unable to perform the requested
services, Buyers and Sellers shall negotiate in good faith to agree upon a different, mutually acceptable accounting firm.
(b) “ Accounts Payable ”
shall mean (i) all trade accounts payable and obligations to make payments to suppliers and
other service providers of Sellers or any of their Subsidiaries, including all trade accounts payable representing amounts payable in
respect of goods shipped or products sold or services rendered to Sellers or any of their Subsidiaries, (ii) all other accounts or notes
payable by Sellers or any of their Subsidiaries, and (iii) any claim, remedy or other right related to any of the foregoing.
(c) “ Accounts Receivable ”
means (i) all trade accounts receivable and other rights to payment from customers of
Sellers or any of their Subsidiaries, including all trade accounts receivable representing amounts receivable in respect of goods shipped
or products sold or services rendered to customers of Sellers or any of their Subsidiaries, (ii) all other accounts or notes receivable of
Sellers or any of their Subsidiaries, and (iii) any claim, remedy or other right related to any of the foregoing.
(d) “ Action ”
shall mean any action, arbitration, complaint, hearing, audit, investigation, lawsuit, litigation or other
legal proceeding (whether at law or in equity, whether civil, criminal, administrative, judicial or investigative) filed or brought by or
before, or otherwise involving, any Governmental Authority.
(e) “ Affiliate ”
shall mean, with respect to any Person, any other Person directly or indirectly controlling, directly or
indirectly controlled by, or under direct or indirect common control with, such Person, or if such Person is a partnership, any general
partner of such Person or a Person controlling any such general partner. For purposes of this definition, “control” (including “
controlled
by” and “under common control with”)
shall mean the power, directly or indirectly, to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities or partnership or other ownership interests, by contract
or otherwise.
(f) “ AirCard Business ” shall mean Sellers’ and their Subsidiaries’
worldwide business and operations of designing,
developing, manufacturing, testing, marketing, supporting, distributing and selling AirCard Products, including (i) the design,
development, manufacture and testing of AirCard Products, including both internal operations for the foregoing and management of
third party vendor and suppliers with respect to the foregoing; (ii) the design, development, creation and testing of Business Software
for AirCard Products, including firmware, drivers and Business Software distributed for use with or embedded into AirCard Products;
(iii) the sales, distribution and marketing of AirCard Products; (iv) the support of AirCard Products including fulfillment of warranty
obligations and customer support; (v) provision of services related to AirCard Products, including custom design support, and (vi) all
goodwill associated with and related to the foregoing. For the avoidance of doubt, AirCard Business does not include Sellers’
AirVantage branded M2M cloud-
based hosted software platform and services and related embedded agent, software development kits
(SDKs) and development tools.
(g) “ AirCard Business Financial Statements ”
shall mean the unaudited financial statements for the AirCard
Business attached hereto as Section 5.6 of the Sellers Disclosure Schedule.
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