Netgear 2012 Annual Report Download - page 169

and Buyers shall (and, where applicable, shall cause their Subsidiaries to), in accordance with the Bills of Sale, purchase, acquire and
accept from Sellers, all right, title and interest in, to and under the following assets, properties and rights of Sellers or any of their
Subsidiaries, (collectively, the “ Acquired Assets ”),
free and clear of all Liens other than (x) the Permitted Liens, and (y) the Assumed
Liabilities that constitute Liens:
(a) the Transferred Tangible Property;
(b) the Transferred Inventory;
(c) the Transferred Patents;
(d) the Transferred Trademarks;
(e) the Transferred Other IP;
(f)
an undivided joint ownership interest in all Joint IP, including all books and records embodying such Joint IP (for
the purposes of this Article 2 , “undivided joint ownership interest”
means that, subject to the terms of this Agreement, each Party or
owner thereof is free to exploit or enforce such rights and authorize others to do so, with no obligation to obtain the consent of the other
Party or owner or to account to the other Party or owner, for profits or otherwise, and each Party hereby waives any right it may have
under the laws of any country to require such consent or accounting, subject to any other Intellectual Property Rights of the other
Party);
(g)
the Transferred Technology and copies of the Licensed Technology and 9x15 Modules Technology, subject to
Section 2.7 ;
(h) the Transferred Leases;
(i) the Transferred Contracts;
(j) the Transferred Permits;
(k) the Transferred Books and Records;
(l) subject to Section 2.1(m)
, all claims, demands, causes of action, choses in action and rights of recoupment
against third parties relating to the Assumed Liabilities, arising from facts, events, actions or inactions occurring whether before or after
the Closing;
(m)
with respect to the Transferred IP, the right to register, prosecute, maintain or record any of such Intellectual
Property Rights with any Governmental Authority, including rights to damages and payments for past, present and future infringements
or misappropriations thereof, as well as all goodwill associated with such Intellectual Property Rights or the AirCard Business; and
(n) all prepaid amounts, prepaid deposits, charges, expenses, and fees relating to the AirCard Business.
2.2 Excluded Assets . Notwithstanding anything to the contrary contained in Section 2.1
or elsewhere in this Agreement, the
following assets, properties and rights of Sellers or any of their Subsidiaries (collectively, the “ Excluded Assets ”)
are not part of the
sale and purchase contemplated hereunder, are
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