Netgear 2012 Annual Report Download - page 200

Offered Employee that is a “nonqualified deferred compensation plan” (
as defined for purposes of Code Section 409A(d)(1)) and, to the
Knowledge of Sellers, each such Contract or plan is, or has been, in documentary and operational compliance with Code Section 409A
and the applicable guidance issued thereunder. No Person has a right to any gross up or indemnification from Sellers or any of their
Subsidiaries with respect to any such Employee Benefit Plan, payment or arrangement subject to Section 409A of the Code. Neither
Sellers nor any of their Subsidiaries have any indemnity obligation to any Offered Employee for any Taxes imposed under Section
409A of the Code.
5.17 Legal Proceedings
(a) Except as set forth in Section 5.17(a)
of the Sellers Disclosure Schedule, there is no Action, condemnation or
expropriation pending, or to the Knowledge of Sellers, threatened against or affecting Sellers or any of their Subsidiaries that relates to
the AirCard Business, any of the Acquired Assets or any of the Licensed IP, or that challenges, or that may have the effect of
preventing, delaying, making illegal or otherwise interfering with, the Transactions or any other transaction contemplated by this
Agreement or any other Transaction Agreement. Except as disclosed on Section 5.17(a)
of the Sellers Disclosure Schedule, 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 such Action. To the Knowledge of Sellers and
except as described on Section 5.17(a)
of the Sellers Disclosure Schedule, there is no inquiry or investigation pending or threatened by
or before a Governmental Authority against or affecting the AirCard Business, any of the Acquired Assets or any of the Licensed IP
(including any inquiry as to the qualification of the AirCard Business, Sellers or any of their Subsidiaries to hold or receive any license
or Permit related to the AirCard Business).
(b)
There is no Order to which Sellers or any of their Subsidiaries are subject that affects the AirCard Business, any
of the Acquired Assets or any of the Licensed IP.
(c) None of the representations and warranties in this Section 5.17
are representations and warranties given with
respect to Intellectual Property Rights, which representations are solely set forth in Section 5.12 .
5.18 Compliance with Laws; Permits
(a)
Sellers and their Subsidiaries are, and have at all times been, in compliance in all material respects with each
Law that is applicable to the AirCard Business, any of the Acquired Assets, any of the Licensed IP or the 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 any Sellers or any of their Subsidiaries of, or a material failure on the part of it to comply with, any Law that is applicable
to the AirCard Business, any of the Acquired Assets, any of the Licensed IP or the Assumed Liabilities. Neither Sellers nor any of their
Subsidiaries have received any written notice (or, to the Knowledge of Sellers, other communication) from any Person regarding any
actual or possible material violation of, or material failure to comply with, any Law that is applicable to the AirCard Business, any of
the Acquired Assets, any of the Licensed IP or the Assumed Liabilities.
(b) Section 5.18(b)
of the Sellers Disclosure Schedule sets forth a complete and accurate list of all material Permits
pursuant to which Sellers or any of their Subsidiaries currently leases, operates or holds any interest in any Acquired Assets, and such
Permits constitute all material Permits required to permit Sellers or any of their Subsidiaries to operate or conduct the AirCard
Business. All Transferred Permits are in full force and effect. Sellers and their Subsidiaries are, and have at all times been, in
compliance
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