Netgear 2012 Annual Report Download - page 189

5.6 AirCard Business Financial Statements . The AirCard Business Financial Statements are attached as Section 5.6
of the
Sellers Disclosure Schedule. The AirCard Business Financial Statements present fairly, and the financial statements required to be
delivered pursuant to Section 8.12(c)(iii)
when so delivered will present fairly, the results of operations and assets of the AirCard
Business for the periods and as of the dates covered thereby. The AirCard Business Financial Statements have been prepared, and the
financial statements required to be delivered pursuant to Section 8.12(c)
when so delivered will have been prepared, in accordance with
GAAP, applied on a consistent basis, throughout the periods covered.
5.7 Absence of Changes . Except as set forth in Section 5.7 of the Sellers Disclosure Schedule, since the Reference Date:
(a) there has not occurred a Business Material Adverse Effect;
(b)
there has not been any material loss, damage or destruction to, or any material interruption in the use of, any
Acquired Assets (excluding any Acquired Assets that are Intellectual Property Rights) (whether or not covered by insurance); and
(c) neither Sellers nor any of their Subsidiaries has taken any action that would be prohibited by the terms of
Section
7.1 or paragraphs (b) , (c) , (g) , (h) , (i) , (j) , (l) , (n) and (o) (but in the case of paragraph (o) , only with respect to paragraphs (b) , (c)
,
(g) , (h) , (i) , (j) , (l) and (n) ) of Section 7.2 .
5.8 Taxes
(a)
Except for matters that would not adversely affect Buyers or their Subsidiaries, their operation of the AirCard
Business or their ownership of the Acquired Assets, all U.S. federal, state, local, and non U.S. Tax Returns relating to any and all Taxes
concerning or attributable to Sellers, their Subsidiaries or the AirCard Business have been timely filed, and such Tax Returns are true
and correct in all material respects and have been completed in accordance with applicable Law.
(b)
Except for matters that would not adversely affect Buyers or their Subsidiaries, their operation of the AirCard
Business, or their ownership of the Acquired Assets, (i) all Taxes required to be paid by or on behalf of Sellers or their Subsidiaries or
with respect to the AirCard Business (whether or not shown on any Tax Return) have been timely paid, and (ii) all Taxes required to be
paid or withheld with respect to employees or other third parties of Sellers or any of their Subsidiaries have been timely paid or
withheld (and withheld amounts have been timely paid over to the appropriate Taxing Authority). There are no Liens for Taxes upon
the Acquired Assets, except for Liens for Taxes not yet due and payable or which are being contested in good faith for which adequate
reserves have been made in accordance with GAAP on the Financial Statements.
(c)
There is no Tax deficiency outstanding, assessed or proposed again or with respect to Sellers or their Subsidiaries
related to the AirCard Business or the Acquired Assets, nor has any outstanding waiver of any statute of limitations on or extension of
the period for which the assessment or collection of any Tax of or with respect to Sellers or their Subsidiaries relating to the AirCard
Business or the Acquired Assets been executed or requested.
(d) Except as set forth in Section 5.8(d)
of the Sellers Disclosure Schedue, neither Sellers nor their Subsidiaries have
been notified in writing of any request for an audit, examination or proceeding with respect to any Tax Return of or with respect to
Seller related to the AirCard Business or the Acquired Assets, nor is any such audit, examination or proceeding presently in progress.
No written adjustment relating to any Tax Return filed by or with respect to Sellers and their Subsidiaries related to the
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