Netgear 2012 Annual Report Download - page 187

5.1 Sellers’ Organization and Good Standing; Authority and Enforceability
(a)
Canadian Seller is a corporation duly organized, validly existing and in good standing under the Canada Business
Corporations Act and is not a non-
resident of Canada for purposes of the Income Tax Act (Canada). US Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of Delaware. Australian Seller is a corporation duly
organized, validly existing and in good standing under the Laws of the jurisdiction of its formation. Each Seller and its applicable
Subsidiaries has all necessary corporate power and authority to carry on the AirCard Business and to own and use the Acquired Assets.
(b) US Seller, being a non-
resident of Canada for purposes of the Income Tax Act (Canada), is not selling or
otherwise disposing of “taxable Canadian property” under this Agreement, as that term is defined in the Income Tax Act (Canada).
(c)
Each Seller has all necessary corporate power and authority to execute and deliver this Agreement, the other
Transaction Agreements to which it is or will be a party and each certificate and other instrument required by this Agreement or any
other Transaction Agreements to be executed and delivered by such Seller pursuant hereto or thereto, to perform its obligations
hereunder and thereunder and to consummate the Transactions and the other transactions contemplated hereby and thereby. The
execution and delivery by each Seller of this Agreement, the other Transaction Agreements to which it is or will be a party and each
certificate and other instrument required to be executed and delivered by such Seller pursuant hereto or thereto, the performance by
such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the Transactions and the other
transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of
such Seller or any of its Subsidiaries. The board of directors of each Seller has approved this Agreement, the other Transaction
Agreements to which such Seller is or will be a party and the Transactions and the other transactions contemplated hereby and thereby,
and no other corporate proceedings on the part of such Seller are necessary to authorize this Agreement or any other Transaction
Agreements to which such Seller is or will be a party or to consummate the Transactions on the terms set forth herein and therein (other
than a resolution of the sole shareholder of US Seller, which has been obtained.
(d)
This Agreement, the other Transaction Agreements to which any Seller is or will be a party and each certificate
and other instrument required to be executed and delivered by it pursuant hereto or thereto has been (or will be) duly and validly
executed and delivered by such Seller and, assuming the due authorization, execution and delivery by Buyers, constitutes (or will
constitute) a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its respective terms,
subject in each case to bankruptcy, insolvency, reorganization or other similar Laws of general application affecting the rights and
remedies of creditors, and to general principles of equity.
5.2 Governmental Approvals . Except as set forth in Section 5.2
of the Sellers Disclosure Schedule, no other consent,
approval, order or authorization of, or registration, declaration or filing with any Governmental Authority (together, “
Governmental
Approvals ”)
is required on the part of any Seller or its Subsidiaries in connection with the execution and delivery of this Agreement,
any other Transaction Agreements to which it is or will be a party or any certificate and other instrument required to be executed and
delivered it pursuant hereto or thereto, the performance by each Seller of its obligations hereunder or thereunder or the consummation
of the Transactions or any other transactions contemplated hereby or thereby, except for (a) filings that may be required under, and
compliance with any other applicable requirements of, the HSR Act and the Competition Act, and (b) filings or reports required under,
and compliance with, applicable securities law and stock exchange requirements.
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