Netgear 2012 Annual Report Download - page 176

2.7
including to disconnect, detach, remove, package and crate such Excluded Assets for transport. Sellers will be responsible
for (A) disconnecting and detaching all fixtures and equipment comprising such Excluded Assets from the roofs, floor, ceiling
and walls of a Post-Closing Buyers Facility prior to removing the same from such Post-
Closing Buyers Facility, (B) packaging
and loading such Excluded Assets for transporting to and any reinstallation of such Excluded Assets at such location(s) as
Sellers may determine, and (C) repairing any damage that is caused by such removal, the Parties agreeing that Sellers shall
leave the applicable premises in broom clean condition and in no better condition than the remainder of the premises generally.
(b)
Transfer and delivery of the Transferred Technology, Licensed Technology and 9x15 Modules Technology shall
include physical or electronic delivery of (i) all current (including under development) versions of the Transferred Technology,
Licensed Technology and 9x15 Modules Technology, (ii) all prior versions of the Transferred Technology and Licensed Technology
that are currently supported or otherwise used in the operation of the AirCard Business as currently conducted, (iii) if Sellers possess
and can locate using commercially reasonable efforts, all other prior versions of the Transferred Technology and Licensed Technology,
(iv) the Documentation Deliverables and other appropriate documentation thereof as reasonably requested by Buyers to facilitate the
transfer and operation of the AirCard Business as currently conducted, and (v) if Sellers possess and can locate using commercially
reasonable efforts, all copies of the foregoing that constitute Prime Transferred Technology. The Parties shall cooperate in good faith to
define and transfer such Transferred Technology and Licensed Technology. To the maximum extent practicable, all Software to be
delivered hereunder shall be delivered by electronic means in a manner specified by Buyers. Sellers shall not retain in their possession
or control any Transferred Tangible Property or Transferred Technology or any copy thereof, except Sellers may retain copies of
Transferred Technology for archival purposes (including to defend against any claim which is asserted against Sellers and their
Subsidiaries) to perform their obligations under and during the term of the Transition Services Agreement, and to exercise their rights
under the Cross License Agreement.
(c) All risk of loss as to the Acquired Assets will be borne by, and will pass to, Buyers as of the Closing.
(d)
Buyers and Sellers shall, as soon as practicable after the Closing, (i) cause such Transferred Employee located in
Sellers’
facilities in Richmond, British Columbia, to be located or relocated to the Transferred Leasehold Property at that location and
(ii) shall remove from any Transferred Leasehold Property any employees or personnel that are not Transferred Employees. Any costs
and expenses incurred by Buyers and Sellers related to the foregoing shall be addressed in the Transition Services Agreement.
ARTICLE 3
PURCHASE PRICE
3.1 Purchase Price
(a)
Subject to the terms and conditions of this Agreement, the purchase price to be paid by Buyers for the Acquired
Assets (the “ Purchase Price ”)
shall be the aggregate of (i) the amount of the Assumed Liabilities, plus (ii) a cash payment of One
Hundred Thirty Eight Million U.S. Dollars (US $138,000,000) (the “ Unadjusted Cash Purchase Price ”),
as adjusted pursuant to the
terms of Section 3.2 , payable in accordance with the terms of this Agreement.
(b) The Purchase Price shall be paid and satisfied as follows:
- 25 -