Netgear 2012 Annual Report Download - page 165

(vvvv) “ Transferred Permits ”
shall mean the Permits (and such pending applications therefor or renewals thereof)
set forth on Schedule 1.1(vvvv) .
(wwww) “ Transferred Tangible Propert y”
shall mean (i) all Tangible Property located in the Carlsbad, California
premises and used in, held for use in or necessary for the operation of the AirCard Business, other than the Tangible Property listed or
described on Schedule 1.1(wwww)(i) (the “ Excluded Carlsbad Tangible Property ”);
and (ii) all other Tangible Property listed or
described on Schedule 1.1(wwww)(ii) .
(xxxx) “ Transferred Technology ”
shall mean any and all versions of (i) all Technology that Sellers or any of their
Subsidiaries have the right to transfer as of the Closing that is used exclusively in, held for use exclusively in, or exclusively related to
the operation of the AirCard Business as currently conducted or currently contemplated to be conducted including the Technology
listed or described on Section 5.12(a)(ii) of the Sellers Disclosure Schedule as Prime Transferred Technology (collectively, the “
Prime
Transferred Technology ”), and (ii) all Shared Technology listed or described on Section 5.12(a)(iii)
of the Sellers Disclosure Schedule
as Non-Prime Transferred Technology (collectively, the “ Non-Prime Transferred Technology ”).
For the avoidance of doubt,
Transferred Technology does not include any Intellectual Property Rights.
(yyyy) “ Transferred Trademarks ”
shall mean all Trademarks that Sellers or their Subsidiaries have the right to
transfer on the Closing Date that are exclusively used in or held for use exclusively in the operation of the AirCard Business as
currently conducted, including (i) all Trademarks set forth on Schedule 1.1(yyyy)
, in each case whether pending, issued, expired,
abandoned or closed, (ii) all foreign counterparts of any such Trademark, and (iii) the goodwill of the AirCard Business related thereto.
(zzzz) “ Transition Services Agreement ”
shall mean the transition services agreement in substantially the same form
and substance as mutually agreed by the Parties as of the date hereof.
(aaaaa) “ U.S. Securities Laws ”
shall mean the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, or the rules and regulations promulgated thereunder.
(bbbbb) “ WARN Act ”
shall mean the Worker Adjustment Retraining Notification Act of 1988, 29 U.S.C. § 2101 et
seq., as amended, and any similar Law.
(ccccc) “ 9x15 Modules Technology ” shall have the meaning as set forth in the Cross-License Agreement.
1.2 Additional Definitions . The following terms have the meanings defined for such terms in the Sections set forth below.
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Term Section
$ 1.3(c)
Acquired Assets 2.1
Acquired Rights Directive 1.1(nnnn)
Adjusted Cash Purchase Price 3.2(a)(i)
Agreement Preamble
Allocation Schedule 3.3
Assignment and Assumption Agreement 4.2(a)(vii)
Assignment of Lease 4.2(a)(ix)