Netgear 2012 Annual Report Download - page 173

thereof) ending on or prior to the Closing Date in accordance with Section 10.1
, (ii) all Liabilities of Sellers or any of their Affiliates
for unpaid Taxes of any person under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local, or non-
U.S. law), as a
transferee or successor, by contract or otherwise and (iii) all Liabilities of Sellers or any of their Affiliates for Taxes arising in
connection with the consummation of the Transactions (including any Transfer Taxes allocable to Sellers under Section 10.2 );
(l)
(i) all Accounts Payable arising out of, relating to or incurred in connection with the AirCard Business or the
Acquired Assets prior to the Closing Date, and (ii) all other Liabilities to the extent arising out of, relating to or incurred in connection
with the AirCard Business or the Acquired Assets, arising on or prior to the Closing (including any condition arising or in existence
prior to the Closing with respect to the Acquired Assets), except to the extent that such other Liabilities referred to in this clause (ii) are
included in the Assumed Liabilities pursuant to paragraphs (b), (c), (e), (f), (g) and (h) of Section 2.3 ;
(m)
all Liabilities of Sellers arising from or relating to infringement, misappropriation, or other violation or
unauthorized use of any Intellectual Property Rights owned by any Person that result from, arise out of, or are based on (i) the operation
of the AirCard Business prior to the Closing, or (ii) the use, sale, import, export and manufacture of AirCard Products, the Prime
Transferred Technology or the Shared Technology (including the Non-
Prime Transferred Technology and the Licensed Technology),
prior to the Closing;
(n)
all Liabilities relating to (i) repairs, exchanges, returns and warranty, merchantability and similar claims in
respect of the AirCard Products sold or licensed by the AirCard Business prior to the Closing, to the extent such Liabilities exceed
$2,060,912, (ii) AirCard Products that are stock rotated pursuant to the terms of the applicable Transferred Contract after the Closing
that were sold or licensed by the AirCard Business prior to the Closing, (iii) AirCard Products that are price protected pursuant to the
terms of the applicable Transferred Contract after the Closing that were sold or licensed by the AirCard Business prior to the Closing,
(iv) rebates, discounts or tiered pricing pursuant to any programs commenced by Sellers and their Subsidiaries prior to the Closing,
which are granted to customers in respect of AirCard Products sold or licensed by the AirCard Business prior to the Closing;
(o)
all Liabilities resulting from, arising out of, or based on the litigation and indemnification matters set forth on
Section 2.4(o) of the Sellers Disclosure Schedule; and
(p) all Liabilities resulting from, arising out of, or based on the Actions or claims described in Section 2.4(p)
of the
Sellers Disclosure Schedule (the “ Specified Matters ”).
2.5 Transfer of Acquired Assets and Assumed Liabilities
(a)
The Acquired Assets shall be sold, conveyed, transferred, assigned and delivered, to Buyers, and the Assumed
Liabilities shall be assumed by Buyers, pursuant to transfer and assumption agreements and such other instruments in such form as may
be necessary or appropriate to effect a conveyance of the Acquired Assets and an assumption of the Assumed Liabilities in the
jurisdictions in which such transfers are to be made. Such transfer and assumption agreements shall be jointly prepared by Buyers and
Sellers and shall include the Bills of Sale, the Assignment and Assumption Agreement, the IP Assignment Agreement and the
Assignments of Lease, which shall be executed no later than at or as of the Closing by Sellers and/or one or more of their Subsidiaries,
as appropriate, and Buyers and/or one or more of their Subsidiaries, as appropriate.
(b)
From time to time following the Closing, Sellers and Buyers shall, and shall cause their respective Affiliates to,
execute, acknowledge and deliver all such further conveyances, notices,
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