Netgear 2012 Annual Report Download - page 230

13.8 No Third Party Beneficiaries
. Except as specifically set forth or referred to herein, nothing herein expressed or implied
is intended or shall be construed to confer upon or give to any Person any rights or remedies under or by reason of this Agreement or
any other certificate, document, instrument or agreement executed in connection herewith nor be relied upon other than the Parties
hereto and their permitted successors or assigns. The representations and warranties in this Agreement are the product of negotiations
among the Parties and are for the sole benefit of the Parties in accordance with and subject to the terms and conditions of this
Agreement, and are not necessarily intended as characterization of actual facts or circumstances as of the date of this Agreement or as
of any earlier date.
13.9 Entire Agreement
. This Agreement, including the Sellers Disclosure Schedule (and all schedules thereto) and all
Schedules to this Agreement, and all other agreements referred to herein is complete, and all promises, representations, understandings,
warranties and agreements with reference to the subject matter hereof, and all inducements to the making of this Agreement relied upon
by all the Parties hereto, have been expressed herein or in such Sellers Disclosure Schedule, Schedules or such other agreements and
this Agreement, including such Sellers Disclosure Schedule, Schedules and such other agreements supersedes any prior understandings,
agreements or representations by or among the Parties, written or oral, to the extent that they related in any way to the subject matter
hereof.
13.10 Governing Law
. This Agreement, including the validity hereof and the rights and obligations of the Parties hereunder,
shall be construed in accordance with and governed by the Laws of the State of Delaware applicable to contracts made and to be
performed entirely in such state without giving effect to the conflicts of Laws principles thereof.
13.11 Dispute Resolution
(a) As used in this Agreement, “ Dispute ”
shall mean any dispute or disagreement between Buyers and Sellers
concerning the interpretation of this Agreement, the validity of this Agreement, any breach or alleged breach by any Party under this
Agreement, any claim for indemnification, compensation or reimbursement under Article 12
or any other matter relating in any way to
this Agreement; provided, however, that “Dispute” shall not include any dispute which is subject to the procedures set forth in
Section
3.2 or in which a Party seeks equitable relief (including pursuant to Section 13.6 ).
(b) If a Dispute arises, the parties to the Dispute shall follow the procedures set forth in this Section 13.11 .
(c)
The Parties shall promptly attempt in good faith to resolve any Dispute by negotiations between Buyers and
Sellers. Buyers and Sellers shall meet at a mutually acceptable time and place within twenty (20) calendar days after delivery of such
notice, and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute
in good faith.
(d) If a Dispute is not resolved by negotiation pursuant to Section 13.11(c)
, the Parties agree that such Dispute and
any other claims arising out of or relating to this Agreement (other than any dispute which is subject to the procedures set forth in
Section 3.2 or in which a Party seeks equitable relief (including pursuant to Section 13.6
)) shall be heard, adjudicated and determined
exclusively and only by final and binding arbitration conducted by JAMS in Los Angeles, California, in accordance with the JAMS
rules and procedures. The Parties further understand and agree that this Agreement evidences a transaction involving commerce within
the understanding of 9 U.S.C. Section 2, and that this Agreement shall therefore be governed by the Federal Arbitration Act, 9 U.S.C.
Sections 1, et seq.
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