Netgear 2012 Annual Report Download - page 221

11.2 Effect of Pre-Closing Termination
. In the event of the valid termination of this Agreement in accordance with the terms
of this Section 11.2
, this Agreement shall thereupon and forthwith become void and of no further force or effect whatsoever, and there
shall be no liability or obligation on the part of Buyers, Sellers or their respective Affiliates or representatives in connection herewith;
provided, however,
that no such termination shall relieve any Party from Liability resulting from or arising out of any intentional breach
of such Party’
s representations, warranties, covenants or agreements set forth herein or impair the right of any Party to compel specific
performance by the other Party of its obligations under this Agreement; and provided further that the provisions of
Section 8.5
(Confidentiality), Section 8.7 (Public Statements), this Section 11.2 and Article 13
shall remain in full force and effect and survive any
termination of this Agreement under the terms of Section 11.1 .
ARTICLE 12
POST-CLOSING INDEMNIFICATION
12.1 Survival of Representations and Warranties .
(a)
If the Transactions are consummated, the representations and warranties of Buyers set forth in this Agreement or
in any certificate delivered by or on behalf of Buyers pursuant to the terms of this Agreement shall terminate as of the Closing.
(b) If the Transactions are consummated:
(i)
the representations and warranties of Sellers set forth in this Agreement or in the certificate delivered by
or on behalf of Sellers pursuant to Section 4.3(b)(iv)
(other than (A) the Seller Fundamental Representations, (B) the IP
Representations, and (C) the Sufficiency Representation) shall survive the Closing and remain in full force and effect until
11:59 p.m. (California time) on the first (1st) anniversary of the Closing Date, at which time such representations and
warranties shall terminate;
(ii)
the Seller Fundamental Representations shall survive the Closing and remain in full force and effect
indefinitely;
(iii)
the IP Representations and the right to obtain indemnification, compensation or reimbursement under
this Article 12
in respect of the Specified Matters shall survive the Closing and remain in full force and effect until 11:59 p.m.
(California time) on the third (3rd) anniversary of the Closing Date; and
(iv)
the Sufficiency Representation shall survive the Closing and remain in full force and effect until 11:59
p.m. (California time) on the date which is eighteen (18) months after the Closing Date; and
(v) the right to obtain indemnification, compensation or reimbursement under Section 12.2(a)(v)
shall
survive the Closing and remain in full force and effect until the earlier to occur of (A) the entry into a Specified Agreement by
US Buyer and (B) 11:59 p.m. (California time) on the first (1st) anniversary of the Closing Date;
at which time such representations and warranties shall terminate (the periods referred to in clauses (i), (ii), (iii), (iv) and (v),
the “ Survival Period ”); provided, however,
that in the event that any Buyer Indemnified Party shall deliver a Claim Certificate
to Sellers setting forth a claim for indemnification, compensation or reimbursement under this Article 12
in respect of a breach
of a representation or
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