Netgear 2012 Annual Report Download - page 175

and (iv) Buyers and Sellers shall mutually cooperate to provide any other alternative arrangements as may be reasonably required to
implement the purposes of this Agreement and the other Transaction Agreements. If and when such consent, approval or waiver is
obtained, Sellers shall, and shall cause their Subsidiaries to, sell, transfer, assign, convey and deliver such Non-
Assignable Asset to
Buyers or their applicable Subsidiaries for no additional consideration. Notwithstanding anything herein to the contrary, Seller shall not
be obligated to commence or pursue any Action against any third party with respect to any Non-Assignable Asset.
2.7 Transfer of Acquired Assets; Risk of Loss
(a) Buyers will, at Buyers’
cost and expense, prepare for the removal and relocation of any Transferred Tangible
Personal Property located at the facilities set forth on Schedule 2.7(a)(i)
, which facilities are not to be purchased, assigned, subleased,
transferred to or otherwise occupied by Buyers or any of their Subsidiaries pursuant to this Agreement or any other agreement entered
into in connection with the Transactions, or, if a third party facility, the Contract for which is not a Transferred Contract (each such
facility, an “ Excluded Sellers Facility ”)
and remove and relocate such Acquired Assets from the relevant Excluded Sellers Facility as
provided under and in accordance with the Transition Services Agreement (the “ Buyers Relocation Deadline ”). Sellers will, at Sellers’
cost and expense, prepare for the removal and relocation of any tangible Excluded Assets located at the facilities set forth on
Schedule 2.7(a)(ii)
, which facilities are to be purchased, assigned or transferred to Buyers and their Subsidiaries and not subleased or
otherwise occupied by Sellers or any of their Subsidiaries following the applicable Closing pursuant to this Agreement or any other
agreement entered into in connection with the Transactions (each such facility, a “ Post-Closing Buyers Facility ”)
and remove and
relocate such Excluded Assets from the relevant Post-
Closing Buyers Facility as provided under and in accordance with the Transition
Services Agreement (the “ Sellers Relocation Deadline ”).
Subject to the provisions hereof, each of Sellers, on the one hand, and
Buyers, on the other hand, agree to cooperate, and agree to cause their respective Subsidiaries, as applicable, to cooperate with each
other, and provide each other all assistance reasonably requested by the other Party in connection with the planning and implementation
of the removal and relocation of any such Acquired Assets or Excluded Assets or any thereof to such location as Buyers or Sellers, as
applicable, will designate.
(i)
The Acquired Assets will be transported by or on behalf of Buyers and, until all of such Acquired Assets
are removed from an Excluded Sellers Facility, Sellers will permit, and will cause their Subsidiaries to permit, Buyers and their
authorized agents or representatives, upon reasonable prior notice, to have reasonable access to such Excluded Sellers Facility
during normal business hours to the extent necessary to comply with the terms of this Section 2.7
, including to disconnect,
detach, remove, package and crate such Acquired Assets for transport. Buyers will be responsible for (A) disconnecting and
detaching all fixtures and equipment comprising such Acquired Assets from the roofs, floor, ceiling and walls of an Excluded
Sellers Facility prior to removing the same from such Excluded Sellers Facility, (B) packaging and loading such Acquired
Assets for transporting to and any reinstallation of such Acquired Assets at such location(s) as Buyers may determine, and (C)
repairing any damage that is caused by such removal, the Parties agreeing that Buyers shall leave the applicable premises in
broom clean condition and in no better condition than the remainder of the premises generally.
(ii)
The Excluded Assets will be transported by or on behalf of Sellers, and until all of such Excluded Assets
are removed from a Post-
Closing Buyers Facility, Buyers will permit, and will cause their Subsidiaries to permit, Sellers and
their authorized agents or representatives, upon reasonable prior notice, to have reasonable access to such Post-
Closing Buyers
Facility during normal business hours to the extent necessary to comply with the terms of this Section
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