Netgear 2012 Annual Report Download - page 201

in all material respects with each Transferred Permit. Neither Sellers nor any of their Subsidiaries have received any written notice (or,
to the Knowledge of Sellers, other communication) from any Governmental Authority regarding: (i) any actual or possible material
violation of or material failure to comply with any term or requirement of any Transferred Permit; or (ii) any actual or possible
revocation, withdrawal, suspension, cancellation, termination or modification of any Transferred Permit.
5.19 Brokerage Fees
. Sellers and their Subsidiaries have not incurred any Liabilities for any brokerage, finder, investment
banking or other similar fees, commissions or expenses in connection with the Transactions, except for such fees, commissions and
expenses of which will be paid by Sellers.
5.20 Related Party Transactions
. (a) No Related Party has, and no Related Party has had, any interest in any material asset
used in or otherwise relating to the AirCard Business; (b) no Related Party has entered into, or has had any financial interest in, any
material Contract, transaction or business dealing or involving the AirCard Business; and (c) to the Knowledge of Sellers, no Related
Party is competing with the AirCard Business. As used herein, “ Related Party ”
shall mean: (i) each individual who is an officer or
director of Sellers or any of their Subsidiaries; (ii) each member of the immediate family of each of the individuals referred to in clause
(ii) above; and (iii) any trust or other Person in which any one of the Persons referred to in clauses (i) and (ii) above holds (or in which
more than one of such Persons collectively hold), beneficially or otherwise, a material voting, proprietary or equity interest.
5.21 Credit Support . Section 5.21
of the Sellers Disclosure Schedule sets forth a complete and accurate list of all letters of
credit, guarantees, surety bonds, or other credit support provided by or arranged by Sellers or their Affiliates with third parties which
benefit the AirCard Business and for which Buyers would be reasonably expected to provide replacement letters of credit, guarantees,
surety bonds, or other credit support following the Closing.
5.22 Anticorruption
. Neither Sellers, nor any of their Subsidiaries, nor any of their respective officers, directors, employees,
stockholders, agents or representatives, nor any Person associated with or acting for or on behalf of any Seller or such Seller’
s
Subsidiaries, have directly or indirectly (a) made, offered, or attempted to make any contribution, gift, bribe, rebate, payoff, influence
payment, kickback, any other payment, or provided anything of value to any Person, private or public (including foreign public
officials), regardless of what form, whether in money, property, or services: (i) to obtain or retain business or favorable treatment for
business, (ii) or to direct business to another, (iii) to obtain special concessions or for special concessions already obtained, or (iv) in
violation of any requirement of applicable anticorruption and anti-
bribery laws, or (b) established or maintained any fund or asset
outside of a Seller’s or any of its Subsidiaries’ normal business books and records.
5.23 Export Control Laws
. Each Seller and each of its Subsidiaries has at all times conducted its export transactions in
connection with the AirCard Business in all material respects in accordance with (x) all applicable U.S. export and reexport controls,
including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (y) all other
applicable import/export controls in other countries in which Seller conducts the AirCard Business. Without limiting the foregoing,
(a)
Sellers and their Subsidiaries have obtained all export and import licenses, license exceptions and other consents,
notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Authority required for
(i) the export, import and reexport of products, services, Software and technologies used in, held for use in or necessary for the
operation of the AirCard Business and (ii) releases of technologies and Software used in, held for use in or necessary for the operation
of the AirCard Business to non-U.S. nationals located in the United States and abroad (“ Export Approvals ”);
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