Netgear 2012 Annual Report Download - page 208

filings or other filings or submissions to a Governmental Authority under an Antitrust Law, other than information that is confidential
competitively-
sensitive information, (iii) supply any additional information that reasonably may be required or requested by a
Governmental Authority under an Antitrust Law, (iv) advise the other of any material written or verbal communications that it receives
from a Governmental Authority in respect of any filing, submission or request for information under an Antitrust Law and shall permit
such other Party to participate in any meetings with any Governmental Authority (subject to any opposition by a Governmental
Authority to a particular Party’
s participation in such meeting) and participate or review any material written or verbal communication
before it is made to any Governmental Authority and (iv) share equally all fees and expenses incurred in connection with filings made
in connection with this Section 8.2(a)
. Each Party hereto shall promptly inform the other Party or Parties hereto, as the case may be, of
any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement (including the
Transactions) or any of the other Transaction Agreements. If any Party hereto or Affiliate thereof receives a request for additional
information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this
Agreement (including the Transactions) or any of the other Transaction Agreements, then such Party shall use reasonable best efforts to
make, or cause to be made, as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in
compliance with such request.
(b) Without limiting the generality of the foregoing provisions of Section 8.1
, on the terms and subject to the
conditions set forth in this Agreement, Buyers and Sellers shall use their reasonable best efforts to take promptly, or cause to be taken
promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable Laws
to obtain all Permits, and take all such actions, described in Schedule 4.3(b)(vi)(B)
so as to enable Buyers to own and operate the
AirCard Business on the Closing Date after the Closing in the same manner in which Sellers operated the AirCard Business on the date
hereof and on the Closing Date before the Closing.
(c)
Notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that: (i) neither
Buyers nor Sellers shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree,
judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) neither Buyers nor Sellers shall be under
any obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the
sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or
categories of assets of Buyers or any of their Affiliates or Sellers or any of their Subsidiaries, (B) the imposition of any limitation or
regulation on the ability of Buyers or any of their Affiliates to freely conduct their business or own such assets, or (C) the holding
separate of the AirCard Business or any of the Acquired Assets or any limitation or regulation on the ability of Buyers or any of their
Affiliates to exercise full rights of ownership of the AirCard Business and the Acquired Assets.
8.3 Access to Information .
(a)
During the period from the date hereof and prior to the earlier of the Closing or the termination of this
Agreement, except as otherwise prohibited by applicable Law (it being understood and agreed that the Parties shall use their
commercially reasonable efforts to cause any information that is withheld pursuant to applicable Law to be provided or made available
in a manner that is not prohibited by applicable Law), Sellers shall afford Buyers and their accountants, counsel and other
representatives, reasonable access during Sellers’
normal business hours to all of the assets, properties, books and records, Contracts,
Permits, commitments, documents, information and personnel of Sellers and their Subsidiaries that are related to the AirCard Business
(but only to the extent applicable to the AirCard Business), as Buyers may reasonably request. No information or knowledge obtained
by Buyers in any investigation conducted
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