Netgear 2012 Annual Report Download - page 181

(ix)
an Assignment and Assumption of Lease with respect to each Transferred Lease, in substantially the
same form and substance as mutually agreed by the Parties as of the date hereof (the “ Assignment of Lease ”),
executed by
each applicable Seller, together with the written consent of the underlying lessor or sublessor under each such Transferred
Lease to the assignment thereof, if required pursuant to the terms of such Transferred Lease, in substantially the same form and
substance as mutually agreed by the Parties as of the date hereof, with such changes thereto as are reasonably requested by such
lessor or sublessor and reasonably approved by Buyers;
(x) the Escrow Agreement, executed by each Seller;
(xi) a non-
foreign affidavit dated as of the Closing Date, sworn under the penalty of perjury and in form and
substance required under the Treasury Regulations issued pursuant to Code §1445 stating that the US Seller is not a “
foreign
person” as defined in Code §1445; and
(xii)
such other agreements and instruments, executed by the applicable parties, as may be reasonably
requested by Buyers to fully and effectively consummate the Transactions.
(b) Buyers’ Closing Deliveries
. At the Closing and subject thereto, Buyers shall deliver (or cause to be delivered) to
Sellers the following:
(i)
a cash payment in immediately available funds in the amount of the Estimated Adjusted Cash Purchase
Price, minus an amount equal to the Escrow Amount;
(ii) the Cross-License Agreement, executed by each applicable Buyer;
(iii) the Joint Development Agreement, executed by each applicable Buyer;
(iv) the Transition Services Agreement, executed by US Buyer;
(v) the Non-Competition and Non-Solicitation Agreement, executed by each applicable Buyer;
(vi) the Bills of Sale, executed by each applicable Buyer;
(vii) the Assignment and Assumption Agreements, executed by each applicable Buyer;
(viii) the IP Assignment Agreement, executed by each applicable Buyer;
(ix) the Assignment of Lease as to each Transferred Lease, executed by each applicable Buyer;
(x)
the Escrow Agreement, executed by each Buyer; and
(xi)
such other agreements and instruments, executed by the applicable parties, as may be reasonably
requested by Sellers to fully and effectively consummate the Transactions.
(c) Escrow Fund
. At the Closing and subject thereto, Buyers shall deliver (or cause to be delivered) to the Escrow
Agent a cash payment in immediately available funds in the aggregate amount of the Escrow Amount to the accounts designated in
writing by the Escrow Agent prior to the Closing, which
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