Netgear 2012 Annual Report Download - page 171

2.3 Assumed Liabilities . Subject to the terms and conditions set forth in this Agreement (including the terms of
Section 2.4
and the rights of the Buyer Indemnified Parties to indemnification, compensation or reimbursement under this Agreement), at the
Closing, Buyers shall assume (or, where applicable, cause their Subsidiaries to assume) only the following Liabilities of Sellers or any
of their Subsidiaries, except to the extent any such Liabilities are Excluded Liabilities (collectively, the “ Assumed Liabilities ”):
(a)
all Liabilities arising after the Closing under the Transferred Contracts, the Transferred Leases and the
Transferred Permits, but only to the extent such obligations (i) do not arise from or relate to any violation, breach or default by Sellers
or any of their Subsidiaries of any provision of such Transferred Contract, Transferred Lease, or Transferred Permit, as applicable, and
(ii) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with
notice or lapse of time, would constitute or result in a violation, breach or default of any such Transferred Contract, Transferred Lease
or Transferred Permit;
(b)
all Liabilities relating to repairs, exchanges, returns and warranty, merchantability and similar claims (but not,
for the avoidance of doubt, any environmental claims), arising in connection with AirCard Products sold or licensed by the Sellers and
their Subsidiaries prior to the Closing, but only to the extent such Liabilities do not exceed $2,060,912;
(c)
all Liabilities in respect of marketing development funds under the Transferred Contracts in existence at the Time
of Closing;
(d)
all Liabilities to the extent (but only to the extent) arising from the operation or conduct of the AirCard Business
after the Closing;
(e)
all Liabilities resulting from, arising out of, or based on the litigation and indemnification matters set forth on
Section 2.3(e) of the Sellers Disclosure Schedule;
(f) subject to Section 3.2
, all outstanding purchase orders and commitments related to AirCard Products that have
been issued to and accepted by Flextronics prior to the Closing in the ordinary course of the AirCard Business;
(g) subject to Section 3.2
, all outstanding purchase orders and commitments related to AirCard Products that have
been issued to and accepted by component suppliers (including memory manufacturers and Qualcomm) prior to the Closing in the
ordinary course of the AirCard Business;
(h) subject to Section 3.2
, all outstanding purchase orders to the extent related to the AirCard Business that have
been issued by Sellers or any of their Subsidiaries prior to the Closing in the ordinary course of the AirCard Business for goods and
services that are required to be delivered or performed following the Closing;
(i) all obligations and liabilities relating to Transferred Employees to the extent set forth in Article 9 ; and
(j) all Liabilities of Buyers for Transfer Taxes allocable to Buyers under Section 10.2.
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