Netgear 2012 Annual Report Download - page 182

shall be held in such accounts as partial security for the indemnification, compensation and reimbursement obligations of Sellers under
this Agreement (collectively, the “ Escrow Fund ”).
The Escrow Fund shall be held and disbursed by the Escrow Agent under and
pursuant to the terms of the Escrow Agreement.
4.3 Closing Conditions
(a) Closing Conditions of Both Parties
. The respective obligations of Buyers and Sellers to consummate the
Transactions shall be subject to the satisfaction, at or prior to the Closing, of the following conditions:
(i) Receipt of Requisite Regulatory Approvals .
(A)
All waiting periods (including extensions thereof) applicable to the Transactions under the HSR
Act shall have expired or been terminated early; and
(B) The Competition Act Clearance shall have been satisfied or obtained.
(ii) Absence of Legal Restraints .
(A)
No Governmental Authority shall have enacted, issued or promulgated any Law or Order that
has the effect of rendering the Transactions or any of the other transactions contemplated by any of the Transaction
Agreements, or the Parties’
performance under any of the Transaction Agreements, illegal or otherwise prohibits or
otherwise restrains the consummation of the Transactions or the Parties’
performance under any of the Transaction
Agreements.
(B)
No Action shall be pending before any Governmental Authority, which is reasonably expected
to result in an unfavorable Order (and no such Order shall have been issued or granted or be in effect) in respect thereof
that would (1) prevent the performance of this Agreement or any of the Transaction Agreements or the consummation
of any of the Transactions or any of the other transactions contemplated by any of the Transaction Agreements or
declare unlawful any of the Transactions or any of the other transactions contemplated by any of the Transaction
Agreements; (2) cause any of the Transactions or any of the other transactions contemplated by any of the Transaction
Agreements to be rescinded following consummation; or (3) adversely affect in any material respect the right of Buyers
and their Subsidiaries to own the Acquired Assets, receive the rights, licenses, services and benefits under the
Transaction Agreements or operate the AirCard Business, other than any such Action to the extent it alleges
infringement of any Patent owned, controlled or enforced by an entity generally known for a business strategy of
conducting Patent litigation against alleged infringers, with no intention to manufacture or market the invention
forming the subject matter of any applicable Patent, otherwise known as a “non-practicing entity”.
(iii) IT Systems
. All software development to support data management and the automated transmission
(sending and receiving) of data to and from customers, suppliers and third parties supporting the AirCard Business, as specified
on Schedule 4.3(a)(iii) , shall have been completed, tested and approved by Buyers and Sellers, acting reasonably; provided
,
that if Buyers fail to reasonably cooperate in the Parties’ efforts to satisfy the condition set forth in this Section 4.3(a)(iii)
, then
such condition shall nevertheless be deemed satisfied.
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