Netgear 2012 Annual Report Download - page 190

AirCard Business or the Acquired Assets has been proposed by any Taxing Authority. No written claim has ever been made that any
Seller or any of such Seller’
s Subsidiaries or its operations is or may be subject to taxation in a jurisdiction in which it does not file Tax
Returns by virtue of the operation of the AirCard Business or ownership of the Acquired Assets.
(e) Except as set forth in Section 5.8(e)
of the Sellers Disclosure Schedule, there is no Contract between Sellers or
any of their Subsidiaries and the Offered Employees which, individually or collectively, could give rise to the payment of any amount
that would not be, or could reasonably be expected not to be, deductible pursuant to Sections 280G or 404 of the Code in connection
with or as a result of the Transactions, either alone or in conjunction with any other event (whether contingent or otherwise).
(f) Canadian Seller is duly registered under the Excise Tax Act (Canada) with respect to goods and services tax (“
GST ”) and harmonized sales tax (“ HST ”)
and under applicable provincial Tax statutes in respect of all provincial sales Taxes which it
is or has been required to collect.
5.9 Personal Property
(a) Section 5.9(a)
of the Sellers Disclosure Schedule contains a complete and accurate list of all material Tangible
Property located in the Carlsbad, California premises, as of the date hereof, which is not Excluded Carlsbad Tangible Property.
(b) Except as set forth in Section 5.9(b)
of the Sellers Disclosure Schedule, all Transferred Tangible Property is in
reasonable operating condition and repair, given its respective age, is free from any material defects, reasonable wear and tear excepted,
and is suitable for the uses for which it is being used in all material respects.
(c)
The Transferred Inventory which is not in transit is located at facilities of or used by the AirCard Business
(including customer facilities, and distribution and/or logistics facilities) and has not been consigned to any Person not a party to this
Agreement. Since the Reference Date, Sellers and their Subsidiaries have sold and continued to replenish the Inventory in the ordinary
course of the AirCard Business.
5.10 Real Property
(a) Neither Sellers nor any of their Subsidiaries own any Real Property.
(b) Section 5.10(b) of the Sellers Disclosure Schedule sets forth the names of the lessor and lessee under, and the
address of any parcel of Real Property subject to any Transferred Lease (collectively, the “ Transferred Leasehold Property ”).
Sellers
have made available to Buyers a true and complete copy of each Transferred Lease, including each amendment, extension, renewal,
guaranty, license, concession or other agreement with respect thereto. With respect to each Transferred Lease, (i) such Transferred
Lease constitutes all of the written and oral agreements of any kind for the leasing, rental, use or occupancy of the corresponding
Transferred Leasehold Property, (ii) Sellers’ or their Subsidiaries’ possession of the
corresponding Transferred Leasehold Property is
not currently subject to disturbance, (iii) Sellers or their Subsidiaries, as applicable, hold a good and valid leasehold interest in the
applicable Transferred Leasehold Property free and clear of all Liens other than Permitted Liens and (iv) neither Sellers nor any of their
Subsidiaries have assigned, transferred, sublet, or granted any person the right to use or occupy the Transferred Leasehold Property or
granted any other security interest in such Transferred Lease or any interest therein.
- 39 -