Netgear 2012 Annual Report Download - page 174

assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or
appropriate to fully and effectively sell, transfer, assign, and convey and deliver to Buyers and their Subsidiaries all of the properties,
rights, titles, interests, estates, remedies, powers and privileges intended to be expressly conveyed to Buyers and their Subsidiaries
under this Agreement and to fully and effectively sell, transfer, assign, and convey and deliver to Buyers and their Subsidiaries the
Assumed Liabilities intended to be expressly assumed by Buyers and their Subsidiaries under this Agreement, and to otherwise make
effective the transactions contemplated hereby and to confirm the right, title or interest of Buyers and their Subsidiaries in the Acquired
Assets, including (i) promptly transferring and/or delivering back to Sellers and their Subsidiaries any asset or Liability not
contemplated by this Agreement to be an Acquired Asset or an Assumed Liability, respectively, which asset or Liability was transferred
and/or delivered to Buyers and their Subsidiaries at Closing and (ii) promptly transferring and/or delivering to Buyers and their
Subsidiaries any asset or Liability contemplated by this Agreement to be an Acquired Asset or an Assumed Liability, respectively,
which was not transferred and/or delivered to Buyers and their Subsidiaries at Closing, in each case of clauses (i) and (ii), without
further consideration paid by either Party and the relevant Schedules to this Agreement shall be amended accordingly.
(c) Buyers shall take such actions as Sellers may reasonably request in order to assure Buyers and their Subsidiaries’
assumption of the Assumed Liabilities. Sellers shall take such actions as Buyers may reasonably request in order to assure Sellers and
their Subsidiaries’ retention of the Excluded Liabilities.
2.6 Non-Assignable Assets
(a)
Nothing in this Agreement nor the consummation of the Transactions contemplated hereby shall be construed as
an attempt or agreement to sell, transfer, assign convey or deliver any Acquired Asset to Buyers or any of their Subsidiaries (provided
that this Section 2.6(a)
shall not affect whether any asset, property or right shall be deemed to be an Acquired Asset for any other
purpose under this Agreement), or for Buyers or any of their Subsidiaries to assume any Assumed Liability, in each case which is not
transferable or nonassignable, as applicable, without the consent or waiver of a third party (including any Governmental Authority) or is
cancelable by a third party in the event of such a transfer or assignment without the consent or waiver of such third party (including any
Governmental Authority), in each case unless and until such consent or waiver shall have been obtained (collectively, “ Non-
Assignable
Assets ”).
(b)
Sellers shall, and shall cause their Subsidiaries to, use their reasonable best efforts to obtain, or to cause to be
obtained, all consents, approvals and waivers set forth on Section 5.3
of Sellers Disclosure Schedule on terms that will ensure that
Buyers and their Subsidiaries maintain and preserve the rights and benefits under the Non-
Assignable Assets following the
consummation of the Transactions that were enjoyed by Sellers and their Subsidiaries as of the date hereof. To the extent permitted by
applicable Law, in the event such consent, approval or waiver cannot be obtained prior to Closing, (i) the Non-
Assignable Assets
subject thereto and affected thereby shall be held, as of and from the Closing, by Sellers in trust for the benefit of Buyers, and all
benefits and obligations existing thereunder shall be for Buyers’
account(s), (ii) Buyers shall pay, perform or otherwise discharge (in
accordance with the respective terms and subject to the respective conditions thereof, and in the name of Sellers) all of the covenants
and obligations of Sellers incurred after the Closing with respect to such Non-
Assignable Asset, (iii) Sellers shall take or cause to be
taken at their own expense such actions in its name or otherwise as Buyers may reasonably request so as to provide Buyers with the
benefits of such Non-
Assignable Assets and to effect the collection of money or other consideration that becomes due and payable
under such Non-
Assignable Assets, and promptly pay over to Buyers all money or other consideration received by it in respect of such
Non
-Assignable Assets,
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