Netgear 2012 Annual Report Download - page 177

(i) at the Closing, an amount in U.S. dollars equal to the Estimated Adjusted Cash Purchase Price, minus
an
amount equal to the Escrow Amount shall be paid by Buyers to the Sellers or their designee(s);
(ii)
at the Closing, an amount equal to the Escrow Amount in U.S. dollars shall be paid by Buyers to the
Escrow Agent;
(iii)
the Assumed Liabilities shall be assumed by Buyers at the Closing by the execution and delivery of the
Assignment and Assumption Agreement; and
(iv) the adjustment amount shall be paid on the date specified in Section 3.2(f)
in the manner set forth in
Section 3.2(f) .
3.2 Purchase Price Adjustment
(a)
For all purposes of and under this Agreement, the following capitalized terms shall have the respective meanings
ascribed thereto below:
(i) “ Adjusted Cash Purchase Price ” shall mean the Unadjusted Cash Purchase Price:
(A) plus (x) the amount, if
any, by which Closing Inventory is greater than Target Inventory, or
minus
(y) the amount, if any, by which Target Inventory is greater than Closing Inventory (it being understood and
hereby agreed that if Closing Inventory is equal to Target Inventory, then the Unadjusted Cash Purchase Price will not
be adjusted pursuant to this clause (A)); and
(B) minus
the amount, if any, by which Closing MDF Liabilities are greater than Target MDF
Liabilities (it being understood and hereby agreed that if Closing MDF Liabilities are equal to or less than Target MDF
Liabilities, then the Unadjusted Cash Purchase Price will not be adjusted pursuant to this clause (B)).
(ii) “ Closing Inventory ” shall mean the “Net Transferred Inventory”
number, in U.S. dollars, as defined in
Section 3.2(a)(ii) of the Sellers Disclosure Schedule.
(iii) “ Closing MDF Liabilities ”
shall mean the U.S. dollar amount of all Liabilities in respect of marketing
development funds under the Transferred Contracts in existence at the Time of Closing.
(iv) “ Target Inventory ”
shall mean Twelve Million Three Hundred Thousand U.S. Dollars (US
$12,300,000).
(v) “ Target MDF Liabilities ” shall mean Eight Million U.S. Dollars (US $8,000,000).
(b)
No later than three (3) Business Days prior to the Closing Date, Sellers shall deliver to Buyers a statement (the “
Pre-Closing Statement ”) setting forth Sellers’
good faith estimate of (i) the amount of Closing MDF Liabilities and (ii) a calculation of
the Adjusted Cash Purchase Price based on such amount of Closing MDF Liabilities and assuming that the amount of Closing
Inventory is equal to Target Inventory (the amount so calculated being referred to herein as the “ Estimated Adjusted Cash Purchase
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