Netgear 2012 Annual Report Download - page 220

10.5 Records . Notwithstanding the provisions of Section 8.3 or Section 8.8
, (a) after the Closing Date, Buyers, on the one
hand, and Sellers, on the other hand, will make available to the other, as reasonably requested, all information, records or documents
relating to Liability for Taxes with respect to the Acquired Assets, the Assumed Liabilities, or the AirCard Business for all periods prior
to the Closing Date (including Straddle Periods), and will preserve such information, records or documents until the expiration of any
applicable statute of limitations or extensions thereof, and (b) in the event that any Party needs access to records in the possession of a
second Party relating to any of the Acquired Assets, the Assumed Liabilities or the AirCard Business for purposes of preparing Tax
Returns or complying with any Tax audit request, subpoena or other investigative demand by any Tax Authority, or for any other
legitimate Tax-
related purpose not injurious to the second Party, the second Party will allow representatives of the other Party access to
such records during regular business hours at the second Party’
s place of business for the sole purpose of obtaining information for use
as aforesaid and will permit such other Party to make extracts and copies thereof as may be necessary or convenient. The obligation to
cooperate pursuant to this Section 10.5
shall terminate at the time the relevant applicable statute of limitations expires (giving effect to
any extension thereof).
ARTICLE 11
PRE-CLOSING TERMINATION
11.1 Pre-Closing Termination . Subject to the terms of Section 11.2
, this Agreement may be terminated and the Transactions
abandoned at any time prior to the Closing:
(a) by mutual written agreement of Buyer and Sellers;
(b)
by either Buyers, on the one hand, or Sellers, on the other hand, if the Closing shall not have occurred on or
before 11:59 p.m. (Pacific time) on the date which is 180 days following the date hereof; provided, however,
that the right to terminate
this Agreement under this Section 11.1(b)
shall not be available to any Party whose action or failure to act has been a principal cause of,
or resulted in, the failure of the Transactions to occur on or before such date and such action or failure to act constitutes a breach of this
Agreement;
(c) by either Buyers, on the one hand, or Sellers, on the other hand, if:
(i)
a Governmental Authority shall have enacted, issued or promulgated a Law that has the effect of
rendering the Transactions illegal; or
(ii)
a Governmental Authority shall have issued an Order prohibiting the Transactions that has become final
and nonappealable;
(d)
by Buyers (provided that Buyers are not then in material breach of this Agreement), if there has been a material
breach of any representation, warranty, covenant or agreement of Sellers set forth in this Agreement such that the conditions set forth in
Section 4.3(b)(i)
or (ii) would not be satisfied at such time and such breach has not been cured within twenty (20) Business Days after
written notice thereof to Sellers; or
(e)
by Sellers (provided that Sellers are not then in material breach of this Agreement), if there has been a material
breach of any representation, warranty, covenant or agreement of Buyer set forth in this Agreement such that the conditions set forth in
Section 4.3(c)(i)
or (ii) would not be satisfied at such time and such breach has not been cured within twenty (20) Business Days after
written notice thereof to Buyers.
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