Netgear 2012 Annual Report Download - page 185

otherwise), in each case, sufficient to enable Buyers and their Subsidiaries to continue to design, develop, manufacture,
test, market, support, distribute and sell AirCard Products uninterrupted from and after the Closing in a manner
substantially the same as it was operated prior to the Closing.
(B)
Buyers shall have entered into written Contracts with the Persons identified with a double
asterisk on Section 5.13(a)
of the Sellers Disclosure Schedule or Sellers shall have agreed to provide alternative
arrangements to Buyers and their Subsidiaries in lieu of such written Contracts (pursuant to any of the other
Transaction Agreements or otherwise), in each case, sufficient to enable Buyers and their Subsidiaries to continue to
design, develop, manufacture, test, market, support, distribute and sell AirCard Products uninterrupted from and after
the Closing in a manner substantially the same as it was operated prior to the Closing.
(xi) Sellers’ Closing Deliveries . Sellers shall have delivered (or caused to be delivered) the following:
(A)
releases of all Liens (other than Permitted Liens) relating to the Acquired Assets, including the
Liens set forth on Schedule 4.3(b)(xi)(A) ; and
(B) the closing deliveries set forth in Section 4.2(a)(ii) through Section 4.2(a)(xii) .
(c) Additional Closing Conditions of Sellers
. The obligations of Sellers to consummate the Transactions shall be
subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may only be waived in writing
exclusively by Sellers:
(i) Accuracy of Buyers Representations and Warranties .
(A) Each of the representations and warranties of Buyers set forth in Section 6.1
(Organization and
Good Standing) and Section 6.2
(Authority and Enforceability) shall have been true and correct in all respects on and as
of the date of this Agreement and shall be true and correct in all respects on and as of the Closing Date with the same
force and effect as if made on and as of the Closing Date (other than any such representations and warranties that
address matters only as of a specified date, which shall have been true and correct in all respects as of such date).
(B)
Each of the representations and warranties of Buyers set forth in this Agreement (other than the
representations and warranties set forth in Section 6.1 and Section 6.2 ) that is not qualified by “materiality”
or
“Buyers’ Material Adverse Effect”
or similar concept shall have been true and correct in all material respects on and as
of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with
the same force and effect as if made on and as of the Closing Date (other than any such representations and warranties
that address matters only as of a specified date, which shall have been true and correct in all material respects as of
such date).
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