Netgear 2012 Annual Report Download - page 159

(v)
trade names, logos, common law trademarks and service marks and trademark and service mark
registrations, and related goodwill and applications therefor (“ Trademarks ”);
(vi) all rights in databases and data collections; and
(vii)
any similar or equivalent rights to any of the foregoing, including but not limited to moral rights (as
applicable),
(clauses (ii) - (vii), inclusive, referred to as “ Non-Patent IP ”).
(rr) “ Inventory ” shall mean all raw materials, components, assembly items, work in process, semi-
finished goods,
finished goods, accessories and merchandise, spare parts, packaging and other supplies related thereto.
(ss) “ IP Representations ” shall mean the representations and warranties of Sellers set forth in
Section 5.12
(Intellectual Property), other than Section 5.12(d)
which is expressly excluded from this definition, as such representations and
warranties shall also be made as of the Closing in accordance with Section 4.3(b)(i)(B) and Section 4.3(b)(i)(C)
and certified in
accordance with Section 4.3(b)(iv) .
(tt) “ Joint Development Agreement ”
shall mean the joint development agreement in substantially the same form
and substance as mutually agreed by the Parties as of the date hereof.
(uu) “ Joint IP ”
shall mean all Other IP in and to the Shared Technology, other than (i) the Licensed Technology,
and (ii) the Shared Technology listed or described on Schedule 1.1(xxxx)(ii) that is included in the Transferred Technology as Non-
Prime Transferred Technology.
(vv)
“ Key Employee Non-Competition Agreements ” shall mean those Non-Competition and Non-
Solicitation
Agreements entered into by US Buyer or Canadian Buyer, or a Subsidiary of either of the foregoing, as applicable, and the Key
Employees in connection with the Transactions contemplated hereunder and effective upon the consummation of the Transactions at the
Closing contemplated hereunder.
(ww)
“ Key Employees ” shall mean the individuals marked with a triple asterisk in Section 5.15(a)(i)
of the Sellers
Disclosure Schedule.
(xx) “ Knowledge ” shall mean with respect to Sellers, the actual knowledge of each individual named on
Schedule
1.1(xx)
and the knowledge that each such individual would be reasonably expected to have based on his position and responsibilities
with Sellers.
(yy) “ Law ”
shall mean any law, statute, standard ordinance, code, treaty, resolution, promulgation, rule or
regulation of a Governmental Authority or any order, judgment, writ, injunction, decree or other determination of an arbitrator or court
or other Governmental Authority.
(zz)
“ Liability ”
shall mean any liability or other obligation or commitment, whether accrued or fixed, absolute or
contingent, matured or unmatured, determined or determinable, choate or inchoate, asserted or unasserted, known or unknown,
including those arising under any Law or Contract.
(aaa) “ Licensed IP ”
shall mean the Licensed Technology and Intellectual Property Rights licensed by Sellers to
Buyers under the Cross-License Agreement.
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