Netgear 2012 Annual Report Download - page 198

Assumed Liabilities. 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 material violation by Sellers or their Subsidiaries of, or a material failure on the part of Sellers or any of their
Subsidiaries to comply with, any Laws respecting employment that are applicable to the AirCard Business, any of the Acquired Assets
or the Assumed Liabilities.
(d)
To the Knowledge of Sellers, as of the date hereof, none of the Offered Employees are subject to any
noncompete, nondisclosure, confidentiality, employment, consulting or similar agreements relating to, affecting or in conflict with the
present or proposed activities of the AirCard Business, except for agreements between Sellers or any of their Subsidiaries, their
Affiliates and their present and former Employees.
(e)
Neither Sellers nor any of their Subsidiaries are a party to or bound by any collective bargaining agreement or
other labor union contract (including any contract or agreement with any works council, trade union, or other labor-
relations entity)
with respect to any Offered Employee, and no such collective bargaining agreement or other union contract is being negotiated by
Sellers or any of their Subsidiaries. There is no certification of a trade union as bargaining agent or pending demand for recognition or
any other request or demand from a labor organization for representative status with respect to any Offered Employee. To the
Knowledge of Sellers, there are no current activities or proceedings of any labor union to organize the Offered Employees. There is no
labor dispute, strike or work stoppage against Sellers or any of their Subsidiaries pending or, to the Knowledge of Sellers, threatened
which would reasonably be expected to materially interfere with the AirCard Business. To the Knowledge of Sellers, neither Sellers nor
any of their Subsidiaries have engaged in any unfair labor practice in connection with the operation of the AirCard Business, or been
subject to any pending or threatened charge or complaint of unfair labor practice in connection with the operation of the AirCard
Business, before the National Labor Relations Board and any similar state, provincial, local or foreign agency.
(f)
Within the past two (2) years, Sellers and their Subsidiaries have not implemented any layoff of any Offered
Employees that implicated the WARN Act and for which there is any outstanding material liability of the Sellers and their Subsidiaries.
(g) Section 5.15(g)
of the Sellers Disclosure Schedule sets forth the identities (by employee ID number) and work
places of all Offered Employees whose employment was terminated by Sellers during the ninety (90) day period prior to the Closing
Date other than as part of the transfer of employment from the Sellers or any of their Subsidiaries to Buyers or any of their Subsidiaries
on the Closing Date and other than for Offered Employees who were terminated on account of the Closing or pursuant to a written
request by Buyers.
(h) To the Knowledge of Sellers, Sellers and their Subsidiaries are and have been in compliance with all non-
U.S.
laws applicable to the Offered Employees concerning employer contributions and deduction and remission of employee contributions to
any trade union, housing, unemployment, retirement, bonus, worker’
s compensation and welfare funds and all other funds to which an
employer is required by Law to contribute.
(i) With respect to the Non-
U.S. Employees, Sellers and their Subsidiaries do not have, either formally or
informally, and whether or not reduced to writing, any policy, custom or practice of implementing redundancies on a selective basis in
accordance with specific procedures, criteria or formulae with respect to any Offered Employees.
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