Netgear 2012 Annual Report Download - page 168

1.3 Certain Interpretations
(a)
When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or a
Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to a Schedule, such reference shall
be to a Schedule to this Agreement (as applicable) unless otherwise indicated.
(b) When used herein, (i) the words “hereof,” “herein” and “herewith”
and words of similar import shall, unless
otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and (ii) the
words “include,” “includes” and “including” shall be deemed in each case to be followed by the words “without limitation.”
Unless the
context otherwise requires, “neither,” “nor,” “any,” “either,” and “or” shall not be exclusive.
(c) When used herein, references to “$” or “ Dollars ” shall be deemed to be references to U.S. dollars.
(d)
The meaning assigned to each capitalized term defined and used herein shall be equally applicable to both the
singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined
herein, each of its other grammatical forms shall have a corresponding meaning.
(e)
When reference is made to any Party to this Agreement or any other agreement or document, such reference shall
include such Party’s successors and permitted assigns. When reference is made to “Buyers” or “Sellers”
or any of their respective
“Subsidiaries” or “Affiliates,” such reference shall be interpreted broadly to include any or all “Buyers” or “Sellers”
or their respective
“Subsidiaries” or “Affiliates,” respectively.
(f)
Unless the context otherwise requires, all references in this Agreement to the Subsidiaries of a legal entity shall
be deemed to include all direct and indirect Subsidiaries of such entity.
(g)
A reference to any specific legislation or to any provision of any legislation shall include any amendment to, and
any modification, re-
enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and
statutory instruments issued thereunder or pursuant thereto.
(h)
The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.
(i)
The Parties hereto agree that they have been represented by legal counsel during the negotiation and execution of
this Agreement and, therefore, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities
in an agreement or other document shall be construed against the Party drafting such agreement or document.
ARTICLE 2
THE TRANSACTIONS
2.1
Sale and Transfer of Assets
. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing
Sellers shall (and, where applicable, shall cause their Subsidiaries to), in accordance with the Bills of Sale, sell, transfer, assign, convey
and deliver to Buyers or one or more of their Subsidiaries,
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