Netgear 2012 Annual Report Download - page 191

(c)
Each Transferred Lease is a valid and binding agreement of the applicable Seller or its Subsidiary and is in full
force and effect in accordance with its terms. Neither Sellers nor any of their Subsidiaries have violated or breached in any material
respect, nor committed any material default under, any Transferred Lease to which it is a party, which remains uncured, and, to the
Knowledge of Sellers, no other Person has violated or breached in any material respect, or committed any material default under, any
Transferred Lease which remains uncured. To the Knowledge of Sellers, no event has occurred, and no circumstance or condition
exists, that (with or without notice or lapse of time) will, or could reasonably be expected to: (i) result in a material violation or material
breach of any of the provisions of any Transferred Lease to which such Seller or its Subsidiary is a party; (ii) give any Person the right
to declare a material default and exercise a remedy under any such Transferred Lease; (iii) give any Person the right to accelerate the
maturity or performance of any such Transferred Lease; or (iv) give any Person the right to cancel, terminate or modify any such
Transferred Lease. Neither Sellers nor any of their Subsidiaries have received any written notice (or, to the Knowledge of Sellers, other
communication) regarding any actual or threatened material violation or material breach of, or material default under, any applicable
Transferred Lease, which remains uncured. Neither Sellers nor any of their Subsidiaries have waived any of their respective material
rights under any Lease to which they are a party.
(d)
The Transferred Leasehold Property is in good operating condition and repair given its age, reasonable wear and
tear excepted, and is suitable for the operation of the AirCard Business as presently conducted therein. No Seller is party to any
agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is
owed with respect to any of the Transferred Leasehold Property.
5.11 Environmental Matters
(a)
Sellers and their Subsidiaries are, and have at all times been, in compliance in all material respects with all
Environmental Laws that are applicable to the AirCard Business, any of the Acquired Assets or any Transferred Leasehold Property.
No event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in
a violation by Sellers or any of their Subsidiaries of, or a failure on the part of Sellers or any of their Subsidiaries to comply with, any
Environmental Law that is applicable to the AirCard Business, any of the Acquired Assets or any Transferred Leasehold Property.
(b)
Within the past three (3) years, neither Sellers nor any of their Subsidiaries have received any environmental
claim that relates in any way to the AirCard Business, any of the Acquired Assets or the Transferred Leasehold Property; and no
environmental claim is now pending or, to the Knowledge of Sellers, threatened against Sellers or any of their Subsidiaries (or against
any other Person whose Liability Sellers or their Subsidiaries have retained or assumed either contractually or by operation of Law). To
the Knowledge of Sellers, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will or would
reasonably be expected to, give rise to or serve as a basis for the commencement of any Action under applicable Environmental Laws.
(c)
Within the past three (3) years, there has been no Release of Hazardous Materials at any of the Leased Real
Properties during the ownership and operation of the AirCard Business by Sellers or any of their Subsidiaries.
(d)
Each Seller and each of its Subsidiaries (i) has all Permits required for the operation of the AirCard Business and
the Transferred Leasehold Property under applicable Environmental Laws and (ii) is in compliance with all such Permits. Section 5.11
(d) of the Sellers Disclosure Schedule
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