Netgear 2012 Annual Report Download - page 188

5.3 Conflicts . Except as set forth in Section 5.3
of the Sellers Disclosure Schedule, the execution and delivery by each Seller
of this Agreement, the other Transaction Agreements to which such Seller is or will be a party and each certificate and other instrument
required to be executed and delivered by such Seller pursuant hereto or thereto, the performance by such Seller of its obligations
hereunder and thereunder and the consummation by such Seller of the Transactions and the other transactions contemplated hereby and
thereby do not and will not (a) conflict with or violate the certificate of incorporation or bylaws (or comparable organization
documents) of such Seller or any of its Subsidiaries, (b) conflict with, result in a breach of, constitute (with or without due notice or
lapse of time or both) a default under, result in the acceleration of any obligations under, create in any party the right to accelerate,
terminate, modify or cancel, give rise to any obligation under, result in the creation of any Lien upon any of the Acquired Assets
pursuant to, require any notice, consent, approval or waiver under, or result in the loss of any benefit under, (i) any Transferred
Contract, (ii) any Transferred Permit or Order relating to the AirCard Business, the Acquired Assets or Sellers or any of their
Subsidiaries, or (c) violate any Law or Order applicable to the AirCard Business, the Acquired Assets or Sellers or any of their
Subsidiaries.
5.4 Title
. Sellers (or one or more of their Subsidiaries) have good and valid title to, or a valid leasehold interest in, the
Acquired Assets, free and clear of all Liens except Permitted Liens and Liens described in Section 5.4
of the Sellers Disclosure
Schedule, and upon consummation of the Transactions, Sellers shall transfer and convey to Buyers all right, title and interest of Sellers
in and to the Acquired Assets, free and clear of all Liens, except Permitted Liens and Liens arising out of any actions of Buyers and
their Subsidiaries.
5.5 Sufficiency of Assets
(a) Except as set forth in Section 5.5(a)
of the Sellers Disclosure Schedule, the Acquired Assets, together with the
other rights, licenses, services and benefits to be provided to Buyers and their Subsidiaries pursuant to this Agreement, the Cross-
License Agreement, the Joint Development Agreement and the Transition Services Agreement, constitute (i) all of the properties,
assets, rights and facilities, tangible and intangible, owned, used, held for use or leased by Sellers and their Subsidiaries in connection
with the AirCard Business, and (ii) all of the specifications, files, records, data, documentation and other similar materials that specify
the designs of the 9x15 Modules as of the Closing Date (as 9x15 Modules is defined in the Cross-
License Agreement) or relate to the
manufacture, testing or certification of the 9x15 Modules, and used or held for use by Sellers and their Subsidiaries as of the Closing
Date; provided, however, that none of the foregoing are representations of non-
infringement of the Intellectual Property Rights of any
third party, which representations are solely set forth in Sections 5.12(d) and 5.12(e) .
(b) Except as set forth in Section 5.5(a)
of the Sellers Disclosure Schedule, the Acquired Assets (i) together with the
other rights, licenses, services and benefits to be provided to Buyers and their Subsidiaries pursuant to this Agreement, the Cross-
License Agreement, the Joint Development Agreement and the Transition Services Agreement, constitute all of the properties, assets,
rights and facilities, tangible and intangible, necessary to enable Buyers and their Subsidiaries, following the Closing, to continue to
conduct the AirCard Business in the same manner as conducted as of the date hereof by Sellers and their Subsidiaries;
provided,
however, that none of the foregoing are representations of non-
infringement of the Intellectual Property Rights of any third party, which
representations are solely set forth in Section 5.12(d) and 5.12(e) .
(c) Except as set forth in Section 5.5(c)
of the Sellers Disclosure Schedule, the Acquired Assets, together with the
Licensed Technology, includes all Business Software.
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