Netgear 2012 Annual Report Download - page 170

excluded from the AirCard Business and the Acquired Assets and shall remain the property of Sellers and their Subsidiaries after the
Closing:
(a) all Tangible Property that is not Transferred Tangible Property;
(b) all Patents that are not Transferred Patents (“ Retained Patents ”);
(c) all Trademarks that are not Transferred Trademarks;
(d) all Other IP that is not Transferred Other IP;
(e) all Technology that is not Transferred Technology;
(f)
an undivided joint ownership interest in all Joint IP, including all books and records embodying such Joint IP
(which, for clarity, is separate from Buyers’ undivided joint ownership interest under Section 2.1(f) ;
(g) all interests in Real Property other than the Transferred Leases;
(h) all Contracts that are not Transferred Contracts;
(i) all Permits that are not Transferred Permits;
(j) the Excluded Books and Records;
(k) all cash and cash equivalents of Sellers and their Subsidiaries;
(l) all Accounts Receivable of Sellers and their Subsidiaries;
(m) all insurance policies and any rights, claims or chose in action under such insurance policies;
(n)
all refunds of any Tax payments made by Sellers with respect to a taxable period (or portion thereof) ending on
or prior to the Closing Date;
(o)
all Employee Benefit Plans;
(p)
all assets and other rights sold or otherwise transferred or disposed of in the ordinary course of business
consistent with past practice between the date of this Agreement and the Closing not in violation of the terms of this Agreement;
(q) all rights of Sellers and their Subsidiaries under this Agreement and the other Transaction Agreements;
(r)
except as otherwise provided in this Agreement, all books and records and other information prepared by or on
behalf of Sellers and their Subsidiaries in connection with the Transactions and the other transactions contemplated hereby; and
(s) all rights arising from Excluded Liabilities.
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