Netgear 2012 Annual Report Download - page 222

warranty of Sellers set forth in this Agreement, or in respect of the Specified Matters, or in the certificate delivered by or on
behalf of Sellers pursuant to Section 4.3(b)(iv)
prior to the expiration of the applicable Survival Period, then such representation
or warranty or right shall survive the expiration of the applicable Survival Period and remain in full force and effect solely with
respect to such claim until the final resolution thereof.
12.2 Indemnification
(a) Subject to the limitations set forth in this Article 12
, from and after the Closing, each of the Sellers, jointly and
severally, shall indemnify and hold harmless Buyers and their Subsidiaries and their respective directors, officers, employees, Affiliates
and other persons who control or are controlled by Buyers or any of their Subsidiaries, and their respective agents and other
representatives (collectively, the “ Buyer Indemnified Parties ”),
from and against, and shall compensate and reimburse the Buyer
Indemnified Parties for, any and all Losses suffered or incurred by any of the Buyer Indemnified Parties or to which any of the Buyer
Indemnified Parties may otherwise directly or indirectly become subject (regardless of whether or not such Losses relate to any third
party claim) and which arise directly or indirectly from or as a result of, or are directly or indirectly connected with:
(i) any Excluded Liabilities;
(ii)
any breach of or inaccuracy in any of the representations or warranties made by Sellers in this
Agreement on and as of the date of this Agreement or on and as of the Closing Date with the same force and effect as if made
on and as of the Closing Date, or in the certificate delivered by or on behalf of Sellers pursuant to Section 4.3(b)(iv) ;
(iii) any non-fulfillment or breach of any covenant or other agreement of Sellers under this Agreement;
(iv)
any Closing MDF Liabilities in excess of Eight Million U.S. Dollars (US $8,000,000) that have not
previously been reflected in the Final Adjusted Cash Purchase Price pursuant to Section 3.2 ;
(v) any failure of US Buyer to enter into a Specified Agreement on or prior to the Closing; and
(vi)
any Action relating to any matter of the type referred to in clauses (i), (ii), (iii), (iv) or (v) above
(including any Action commenced by any Buyer Indemnified Party for the purpose of enforcing any of its rights under this
Article 12 ).
(b) Subject to the limitations set forth in this Article 12
, from and after the Closing, Buyers, jointly and severally,
shall indemnify and hold harmless Sellers and each of their Subsidiaries and their respective directors, officers, employees, Affiliates
and other persons who control or are controlled by Sellers or any of their Subsidiaries, and their respective agents and other
representatives (collectively, the “ Seller Indemnified Parties ”),
from and against, and shall compensate and reimburse the Seller
Indemnified Parties for, any and all Losses suffered or incurred by any of the Seller Indemnified Parties or to which any of the Seller
Indemnified Parties may otherwise directly or indirectly become subject (regardless of whether or not such Losses relate to any third
party claim) and which arise directly or indirectly from or as a result of, or are directly or indirectly connected with:
(i) any Assumed Liabilities;
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