Netgear 2012 Annual Report Download - page 204

assuming the due authorization, execution and delivery by Sellers, constitutes (or will constitute) a legal, valid and binding obligation
of such Buyer, enforceable against such Buyer 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.
6.3 Governmental Approvals
. No Governmental Approvals are required on the part of any Buyer or any of their Subsidiaries
in connection with the execution and delivery of this Agreement, any other Transaction Agreements to which such Buyer is or will be a
party or any certificate and other instrument required to be executed and delivered by such Buyer pursuant hereto or thereto, the
performance by such Buyer 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 federal U.S. Securities Laws and the Securities Act (B.C.).
6.4 Conflicts
. The execution and delivery by each Buyer of this Agreement, the other Transaction Agreements to which
such Buyer is or will be a party and each certificate and other instrument required to be executed and delivered by such Buyer pursuant
hereto or thereto, the performance by such Buyer of its obligations hereunder and thereunder and the consummation by such Buyer of
the Transactions and the other transactions contemplated hereby and thereby do not and will not (a) conflict with or violate the
certificate of incorporation or bylaws (or other comparable organization documents) of such Buyer or any of its Subsidiaries, (b)
conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the
acceleration of any obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice,
consent or waiver under, or result in the loss of any benefit to which such Buyer is entitled under, any Contract to which such Buyer is a
party or by which such Buyer is bound or to which its assets are subject, or (c) violate any Law applicable to such Buyer or any of its
properties or assets, other than in the case of the preceding clauses (b) or (c) for any conflicts, breaches, defaults or violations that
would not have a Buyer Material Adverse Effect.
6.5 Funds . Buyers will have sufficient funds at the Closing to pay the Adjusted Cash Purchase Price.
6.6 Brokers and Finders
. Buyers have not incurred any Liabilities for any brokerage, finder, investment banking or other
similar fees, commissions or expenses in connection with the Transactions, except for such fees, commissions and expenses of which
will be paid by Buyers (which, for purposes of clarity, will not be paid by Sellers or factored into any adjustments to the Estimated
Adjusted Cash Purchase Price or the Final Adjusted Cash Purchase Price contemplated by this Agreement).
6.7 GST/HST Registration
. NETGEAR Holdings Limited and NETGEAR International Limited are not registered for GST
or HST under Part IX of the Excise Tax Act (Canada) and do not carry on any business in Canada.
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