Netgear 2012 Annual Report Download - page 157

in connection with the Transactions contemplated hereunder and effective upon the consummation of the Transactions at the Closing
contemplated hereunder.
(dd) “ Environmental Laws ”
shall mean all Laws and all common law relating to pollution or protection of the
environment, public health and safety, or worker health and safety.
(ee) “ Escrow Agent ”
shall mean U.S. Bank National Association, and if such financial institutions refuse or are
unable to perform the requested services, Buyers and Sellers shall negotiate in good faith to select different, mutually acceptable
financial institutions.
(ff) “ Escrow Agreement ”
shall mean the escrow agreement between the Escrow Agent, each Buyer and each Seller
in substantially the same form and substance as mutually agreed by the Parties as of the date hereof.
(gg) “ Escrow Amount ” shall mean Thirteen Million Eight Hundred Thousand U.S. Dollars (US $13,800,000).
(hh) “ Excluded Books and Record s” shall mean the books and records set forth on Schedule 1.1(hh) .
(ii) “ GAAP ” shall mean U.S. generally accepted accounting principles.
(jj) “ Governmental Authority ” shall mean any government or quasi-
governmental entity, or political subdivision
thereof, whether federal, state, county, municipal, city, national, provincial or municipal, or any authority, agency or commission
entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or Tax authority or power, or any court,
arbitrator or tribunal (or any department, bureau or division thereof).
(kk) “ Hazardous Materials ”
shall mean (i) any petroleum, crude oil, natural gas, or any fraction, product or
derivative thereof, radioactive materials, asbestos in any form, (ii) any chemicals, materials, substances or wastes that are defined as or
included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous substances, toxic
substances, pollutants, contaminants or words of similar import under any Environmental Law, and (iii) any other chemical, material,
substance, waste or exposure that is limited or regulated by any Governmental Authority.
(ll) “ HSR Act ” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
(mm) “ Indebtedness ”
shall mean all Liabilities and obligations, whether contingent or otherwise (including
penalties, fees, interest and premiums) of a Person,
(i) for borrowed money or in respect of loans or advances;
(ii)
evidenced by notes, bonds, debentures, letters of credit or similar instruments;
(iii)
for capital leases;
(iv) for the face amount of all letters of credit and bankers’
acceptances issued for the account of such
Person;
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