Netgear 2012 Annual Report Download - page 223

(ii) any non-fulfillment or breach of any covenant or other agreement of Buyers under this Agreement; and
(iii)
any Action relating to any matter of the type referred to in clauses (i) or (ii) above (including any Action
commenced by any Seller Indemnified Party for the purpose of enforcing any of its rights under this Article 12 ).
(c)
Except in the event of fraud, intentional misrepresentation or willful breach, from and after the Closing, the rights
of Buyers and Sellers to indemnification, compensation or reimbursement under this Agreement shall be the exclusive remedies of the
Parties with respect to any breach of, inaccuracy in or nonfulfillment of any representation, warranty, covenant or agreement contained
in this Agreement. Notwithstanding the foregoing, the limitations set forth in this Section 12.2(c)
shall not apply to any actions to
specifically enforce the covenants in this Agreement.
(d)
Solely for purposes of determining the amount of Losses suffered by an Indemnified Person as a result of any
breach of, inaccuracy in or failure of any representation, warranty, covenant or agreement given or made by Sellers that is qualified or
limited in scope as to materiality (and, for clarification, not for any determination of whether a representation, warranty, covenant or
agreement has been breached or is inaccurate), such representation, warranty, covenant or agreement shall be deemed to be made or
given without such qualification or limitation.
(e)
The right to indemnification, compensation or reimbursement will not be affected by any investigation conducted
with respect to, or any knowledge acquired (or that could or should have been acquired) at any time, whether before or after the
execution and delivery of this Agreement or the Closing Date, with respect to the accuracy of, inaccuracy in of or compliance with, any
representation, warranty, covenant or agreement or by the waiver of any condition. The waiver of any condition based on the accuracy
of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to
indemnification, compensation or reimbursement based on any such representation, warranty, covenant or agreement. No Buyer
Indemnified Party shall be required to show reliance on any representation, warranty, covenant or other agreement in order for such
Buyer Indemnified Party to be entitled to indemnification, compensation or reimbursement hereunder.
12.3 Limitations on Indemnification
. Except for claims arising out of fraud, intentional misrepresentation or willful breach,
or for claims in respect of Assumed Liabilities or Excluded Liabilities (other than claims in respect of the Specified Matters, which are
specifically addressed in this section):
(a) The Buyer Indemnified Parties shall not be entitled to recover any Losses under Section 12.2(a)(ii)
in respect of
any breach of or inaccuracy in any representations or warranties made by Sellers set forth in this Agreement or in the certificate
delivered by or on behalf of Sellers pursuant to Section 4.3(b)(iv)
: (i) which, in respect of a breach of or inaccuracy in the Sufficiency
Representation, are, individually, less than $10,000; and (ii) otherwise until such time as the total amount of all Losses (including the
Losses described in clause (i) above) suffered or incurred by any one or more of the Buyer Indemnified Parties, or to which any one or
more of the Buyer Indemnified Parties has or have otherwise directly or indirectly become subject, exceeds Five Hundred Thousand
U.S. Dollars (US $500,000) (the “ Loss Threshold ”),
in which case the Buyer Indemnified Parties shall be entitled to recovery for all
such Losses (including the amount of the Loss Threshold); provided, however, that the limitation contained in this Section 12.3(a)
shall
not apply to any breach of or inaccuracy in any Seller Fundamental Representation or any IP Representation.
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