Netgear 2012 Annual Report Download - page 225

to claims for indemnification, compensation or reimbursement that are subject to the limitation contained in Section 12.3(b)(i) .
(e) All Losses shall be net of any third-
party insurance proceeds which have been paid in connection with the facts
giving rise to the right of indemnification, which proceeds shall be net of any related costs and expenses, including the cost of pursuing
any related insurance claims; provided, however,
that no Indemnified Party shall have any obligation to pursue or recover any insurance
claim in connection with any Losses sustained by such Indemnified Party.
(f)
For the avoidance of doubt, (i) in the event that a particular matter entitles a Buyer Indemnified Party to
indemnification pursuant to more than one clause of Section 12.2(a)
or pursuant to any other Transaction Agreement, such Buyer
Indemnified Party shall be entitled to recover a particular dollar of Losses associated with such matter only once under this
Article 12
and the Transaction Agreements, and (ii) in the event that a particular matter entitles a Seller Indemnified Party to indemnification
pursuant to more than one clause of Section 12.2(b)
or pursuant to any other Transaction Agreement, such Seller Indemnified Party
shall be entitled to recover a particular dollar of Losses associated with such matter only once under this Article 12
and the Transaction
Agreements.
(g) The Buyer Indemnified Parties shall not be entitled to recover any Losses under Section 12.2(a)(ii) and
Section
12.2(a)(vi)
in each case in respect of any breach of or inaccuracy in the Sufficiency Representation unless and until the remediation
process next described is complied with and fully implemented and completed. In the event of any breach of or inaccuracy in the
Sufficiency Representation, the Parties shall work together promptly and diligently in a cooperative and collaborative manner to address
such breach or inaccuracy through the addition of, or modification to, the services provided by Sellers and their Subsidiaries under the
Transition Services Agreement, or by the transfer, for no additional consideration, of an asset (or assets) or property (or properties) by
Sellers and their Subsidiaries to Buyers or through such other means as the Parties may agree. Any continuing failure to work in a
cooperative and collaborative manner shall be referred to the Chief Executive Officers of the Canadian Seller and US Buyer for
resolution. If resolution satisfactory to Buyers, acting reasonably and in good faith, is not reached within fifteen (15) Business Days of
the date Buyers first notify Sellers, in writing, of the breach or inaccuracy in the Sufficiency Representation, only then may Buyers elect
to pursue the indemnification remedies available in this Article.
12.4 Indemnification Claims .
(a)
If an Indemnified Party is of the opinion that it has or may have a right to indemnification, compensation or
reimbursement under this Agreement (an “ Indemnification Claim ”),
such Indemnified Party shall so notify the Indemnifying Party in a
written notice (a “ Claim Certificate ”),
prior to the expiration of the applicable Survival Period (if applicable): (i) stating that such
Indemnified Party has directly or indirectly suffered or incurred any Losses, or reasonably anticipates that it will directly or indirectly
suffer or incur any Losses, for which it is entitled to indemnification, compensation or reimbursement under this Agreement; (ii) a brief
description in reasonable detail (to the extent available to such Indemnified Party) of the facts, circumstances or events giving rise to
each item of Losses based on such Indemnified Party’
s good faith belief thereof; and (iii) the basis for indemnification, compensation or
reimbursement under this Agreement to which such item of Losses is related.
(b)
In the event that the Indemnifying Party shall seek to contest any matter set forth in a Claim Certificate, the
Indemnifying Party shall so notify the Indemnified Party in writing within thirty (30) days after receipt of such Claim Certificate, which
notice shall set forth a brief description in reasonable
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