Netgear 2012 Annual Report Download - page 180

3.4 Withholding
. Buyers and the Escrow Agent shall be entitled to deduct and withhold from any consideration payable or
otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under any
other provision of federal, state, local, or foreign Tax Law or under any applicable Law. To the extent such amounts are so deducted or
withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts
would otherwise have been paid. Prior to the Closing, Canadian Seller shall deliver to Buyers a properly completed Form W-
8BEN,
certifying that Canadian Seller is eligible for benefits under the U.S.-Canada income tax treaty.
ARTICLE 4
CLOSING
4.1 Closing . Unless this Agreement is validly terminated pursuant to Section 11.1
, the Parties shall consummate the
Transactions at a closing (the “ Closing ”)
to occur on a Business Day as soon as practicable (but in no event more than three (3)
Business Days) following the satisfaction or waiver (if permitted hereunder) of all of the conditions set forth in Section 4.3
other than
those conditions that by their nature are to be satisfied at the Closing (but subject to the fulfillment or waiver of such conditions at the
Closing) at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California
94304. The date upon which the Closing occurs hereunder is referred to herein as the “ Closing Date .”
4.2 Closing Deliveries
(a) Sellers’ Closing Deliveries
. At the Closing and subject thereto, Sellers shall deliver (or cause to be delivered) to
Buyers the following:
(i) receipts against payment of the Estimated Adjusted Cash Purchase Price minus
an amount equal to the
Escrow Amount;
(ii) the Cross-License Agreement, executed by each applicable Seller;
(iii) the Joint Development Agreement, executed by each applicable Seller;
(iv) the Transition Services Agreement, executed by Canadian Seller;
(v) the Non-Competition and Non-Solicitation Agreement, executed by each applicable Seller;
(vi)
the Bills of Sale, executed by each Seller, in substantially the same form and substance as mutually
agreed by the Parties as of the date hereof (collectively, the “ Bills of Sale ”);
(vii)
the Assignment and Assumption Agreements, in substantially the same form and substance as mutually
agreed by the Parties as of the date hereof (collectively, the “ Assignment and Assumption Agreement ”),
executed by each
applicable Seller;
(viii)
the Intellectual Property Assignment Agreement, in substantially the same form and substance as
mutually agreed by the Parties as of the date hereof (the “ IP Assignment Agreement ”), executed by each applicable Seller;
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