Netgear 2012 Annual Report Download - page 209

pursuant to this Section 8.3(a)
shall be deemed to affect or modify, amend or supplement any representation or warranty set forth herein
or the Sellers Disclosure Schedule, or the conditions to the obligations of the Parties to consummate the Transactions in accordance
with the terms and conditions hereof, or the remedies available to the Parties hereunder.
(b)
From and after the Closing, Sellers shall provide Buyers and their representatives with reasonable access (with
the right to make copies), during normal business hours and upon reasonable advance notice, to the books and records of Sellers and
their Subsidiaries related to the AirCard Business (but only to the extent applicable to the AirCard Business) as Buyers may reasonably
request.
8.4 Notification of Certain Matters .
(a) Sellers shall promptly notify Buyers of (i) the occurrence or non-
occurrence of any event that would reasonably
be expected to cause any representation or warranty of Sellers or their Subsidiaries set forth in this Agreement to be untrue or inaccurate
in any material respect at or prior to the Closing, (ii) any failure of Sellers or their Subsidiaries to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by it hereunder in any material respect, and (iii) the occurrence or failure of any
event, that, individually or in the aggregate, results in or would reasonably be expected to result in, a Business Material Adverse Effect.
(b) Buyers shall promptly notify Sellers of (i) the occurrence or non-
occurrence of any event that would cause any
representation or warranty of Buyers set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the
Closing, and (ii) any failure of Buyers to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied
by it hereunder in any material respect.
(c) The delivery of any notice pursuant to this Section 8.4
shall not be deemed to affect or modify, amend or
supplement any representation or warranty set forth herein or the Sellers Disclosure Schedule, or the conditions to the obligations of the
Parties to consummate the Transactions in accordance with the terms and conditions hereof, or the remedies available to the Parties
hereunder.
8.5 Confidentiality .
(a)
Buyers and Sellers acknowledge and agree that the existence of this Agreement (including the Sellers Disclosure
Schedule) and the other Transaction Agreements, and the terms and conditions hereof and thereof, shall constitute “
Proprietary
Information”
under and within the meaning of the Amended and Restated Confidentiality Agreement, dated as of July 27, 2011, by and
between the Parties (the “ Confidentiality Agreement ”).
(b)
For a period of five (5) years after the Closing, unless required by Law or Order to disclose any Business
Confidential Information, as is necessary to perform its covenants, agreements and obligations, or exercise its rights or ownership,
under this Agreement or any of the other Transaction Agreements, or as explicitly permitted by this Section 8.5 or Section 8.7
or any
other provision of this Agreement or any of the other Transaction Agreements, Sellers agree not to use or disclose at any time (and shall
cause each of their Subsidiaries and controlled Affiliates not to use or disclose at any time) any Business Confidential Information. In
the event Sellers or any of their controlled Affiliates are required by Law or Order to disclose any Business Confidential Information,
Sellers shall promptly notify Buyers in writing (unless such requirement is in relation to any Action to which Sellers or any of their
Subsidiaries are a party), which notification shall include the nature of the legal requirement and the extent of the required disclosure,
and Sellers and their controlled Affiliates shall cooperate with Buyers and Sellers to preserve the
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