Netgear 2012 Annual Report Download - page 192

identifies all Permits currently held by Sellers or any of their Subsidiaries pursuant to any Environmental Laws with respect to the
AirCard Business and the Transferred Leasehold Property, and all underground and aboveground storage tanks located on property
included in the AirCard Business and the Transferred Leasehold Property.
(e)
Neither Sellers nor any of their Subsidiaries are party to, or subject to the terms of, any Order under any
applicable Environmental Law applicable to the AirCard Business or the Transferred Leasehold Property.
(f)
To the Knowledge of the Sellers, there are no past or present actions, activities, circumstances, conditions, events
or incidents that could form the basis for Liability 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) pursuant to the
Environmental Laws with respect to the AirCard Business or the Transferred Leasehold Property.
(g)
All AirCard Products offered for sale as of the date hereof are subject to, and compliant with, the RoHS
Directive.
(h) To the Knowledge of Sellers, except as set forth in Section 5.11(h)
of the Sellers Disclosure Schedule, there is no
asbestos contained in or forming part of the Transferred Leasehold Property or any building, structure or asset currently owned or
leased by Sellers or any of their Subsidiaries (or by any other Person whose Liability Sellers or their Subsidiaries have retained or
assumed either contractually or by operation of Law) with respect to the AirCard Business, and there is no asbestos contained in or
forming part of any products currently or previously manufactured, distributed or sold by Sellers or any of their Subsidiaries (or by any
other Person whose Liability Sellers or their Subsidiaries have retained or assumed either contractually or by operation of Law) with
respect to the AirCard Business.
(i)
Sellers have made available to Buyers true and complete copies of all reports, studies, assessments, audits,
correspondence and other documentation in the possession of Sellers materially bearing on environmental, health and safety matters in
or on the Transferred Leasehold Property.
5.12 Intellectual Property
(a) Section 5.12(a)(i)
of the Sellers Disclosure Schedule sets forth a list or description of Shared Technology which
is Licensed Technology. Section 5.12(a)(ii)
of the Sellers Disclosure Schedule sets forth a list or description of certain Prime
Transferred Technology. Section 5.12(a)(iii) of the Sellers Disclosure Schedule sets forth a list or description of the Non-
Prime
Transferred Technology. Section 5.12(a)(iv)
of the Sellers Disclosure Schedule sets forth a complete and accurate list of all Transferred
IP that is Registered IP, in respect of each such item of Registered IP, including the current owner and, the jurisdiction in which each
item has been registered or filed and the applicable registration, application or serial number or similar identifier, the filing date, and
applicable issuance, registration or grant date. With respect to each item of Transferred IP that is Registered IP, other than with respect
to abandoned Trademarks: (i) all necessary registration, maintenance and renewal fees and taxes have been paid, and all necessary
documents and certificates have been filed with the Patent and Trademark Office, Copyright Office or other relevant authorities in the
United States or foreign jurisdictions, as the case may be, for the purposes of registering, maintaining and renewing, as applicable, and
maintaining in full force and effect, such Intellectual Property Rights; (ii) each such item is currently in compliance with formal legal
requirements (including payment of filing fees); and (iii) each such item is not subject to any late unpaid registration, maintenance or
renewal fees. Sellers have made available to Buyers in the dataroom, complete and accurate copies of all unpublished
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