Netgear 2012 Annual Report Download - page 160

(bbb) “ Licensed Technology ” shall mean all Shared Technology listed or described on Section 5.12(a)(i)
of the
Sellers Disclosure Schedule, together with the 9x15 Modules Technology that is not otherwise within the Transferred Technology. For
the avoidance of doubt, Licensed Technology does not include any Intellectual Property Rights.
(ccc) “ Lien ”
shall mean any mortgage, pledge, hypothecation, charge, assessment, preference, security interest,
attachment, claim, restriction, including transfer restrictions and real property restrictive covenants, put, call, right of first refusal,
easement, servitude, right-of-
way, option, warrant, conditional sale or installment contract or encumbrance of any kind and any
financing lease involving substantially the same effect.
(ddd) “ Loss ” or “ Losses ”
shall mean any direct or indirect Liability, Indebtedness, claim, loss, damage, Tax,
deficiency, Lien, settlement cost, fine, cost, interest, award, judgment, penalty, charge, expense, including reasonable attorneys’
fees
and consultants’ fees and expenses, and including any out-of-
pocket expenses incurred in connection with investigating, defending
against or settling any of the foregoing; provided , however , that “Losses” (
i) shall not be calculated using a multiple of earnings, book
value, or other measure which may have been used to determine or which may be reflective of the Purchase Price and (ii) shall not
include loss of profits, diminution in value or other consequential, special, incidental or punitive damages, unless such damages are
awarded in a Third Party Claim.
(eee) “ No-Action Letter ”
means a letter from the Commissioner stating that the Commissioner does not, at such
time, intend to bring an application under Section 92 of the Competition Act with respect to the Transactions.
(fff) “ Non-Competition and Non-Solicitation Agreement ” shall mean the non-competition and non-
solicitation
agreement in substantially the same form and substance as mutually agreed by the Parties as of the date hereof.
(ggg) “ Non-U.S. Employees ”
shall mean each Offered Employee employed or providing services in a location
other than the United States by Sellers or any of their Affiliates, other than any employees considered by Sellers to be U.S. expatriates.
(hhh) “ Object Code ”
shall mean one or more computer instructions in machine readable form (whether or not
packaged in directly executable form), including any such instructions that are readable in a virtual machine, whether or not derived
from Source Code, together with any partially compiled or intermediate code that may result from the compilation, assembly or
interpretation of any Source Code. Object Code includes firmware, compiled or interpreted programmable logic, libraries, objects,
routines, modules, bytecode, machine code, and middleware.
(iii) “ Offered Employee ”
shall mean each employee and independent contractor of the AirCard Business whose
name is set forth on Section 5.15(a)(i) of the Sellers Disclosure Schedule.
(jjj) “ Open Source Software ” shall mean any Software that is subject to any: “open source,” “copyleft,”
or other
similar types of license terms (including any GNU General Public License, Library General Public License, Lesser General Public
License, Mozilla license, Berkeley Software Distribution license, Open Source Initiative license, MIT, Apache, and Public Domain
licenses, and the like), including any license approved by the Open Source Initiative and listed at http://www.opensource.org/licenses.
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