Netgear 2012 Annual Report Download - page 205

ARTICLE 7
INTERIM CONDUCT OF AIRCARD BUSINESS
7.1 Conduct of AirCard Business . Except as expressly contemplated by this Agreement, as set forth in Section 7.1
of the
Sellers Disclosure Schedule, or as Buyers may otherwise consent in writing (which consent will not be unreasonably withheld, delayed
or conditioned), at all times from the date hereof until the earlier to occur of the Closing and the valid termination of this Agreement in
accordance with the terms hereof, Sellers shall and shall also cause their Subsidiaries to:
(a)
operate the AirCard Business in the usual, regular and ordinary course in substantially the same manner as
heretofore conducted;
(b)
take all commercially reasonable steps to preserve and protect the Transferred Tangible Property in the condition
it existed as of the date of this Agreement, ordinary wear and tear excepted, and in the event of any damage to or destruction of any of
the Acquired Assets prior to the Closing, at Sellers sole option replace, repair or restore such Acquired Assets;
(c)
comply with all requirements of Law, Orders and contractual obligations applicable to the operation of the
AirCard Business;
(d)
use commercially reasonable efforts to (i) preserve intact the AirCard Business, (ii) keep available the services of
the AirCard Business’s officers, employees and agents and (iii) maintain the AirCard Business’
s current relations and goodwill with
suppliers, customers, distributors, licensors, licensees, landlords, creditors, employees, agents and others having business relationships
with the AirCard Business, including by promptly paying all amounts owing to such Persons that arise out of the AirCard Business as
and when such amounts are due, other than amounts being disputed in good faith;
(e) sell and continue to replenish Transferred Inventory in a normal and customary manner;
(f)
continue in full force and effect all insurance coverage pertaining to the AirCard Business, the Acquired Assets or
the Licensed IP that are in effect as of the date hereof or obtain substantially equivalent policies;
(g) maintain the Transferred Books and Records in the ordinary course of business consistent with past practice; and
(h)
file new Patent applications on inventions arising from the development of the AirCard Products or the operation
of the AirCard Business in the ordinary course of business consistent with past practice (and to not delay any such filings in order to
avoid such Patent application from becoming an Acquired Asset).
7.2 Restrictions on AirCard Business . Except as expressly contemplated by this Agreement, as set forth in Section 7.2
of the
Sellers Disclosure Schedule, or as Buyers may otherwise consent in writing (which consent, in the case of paragraphs (d) , (e)(iii) , (h)
,
(i) , (j) , (k) , (m) and (o) (but only, in the case of paragraph (o) , to the extent related to (d) , (e)(iii) , (h) , (i) , (j) , (k) , or (m)
), will not
be unreasonably withheld, delayed or conditioned), at all times from the date hereof until the earlier to occur of the Closing and the
valid termination of this Agreement in accordance with the terms hereof, Sellers shall not, and shall ensure that their Subsidiaries shall
not, take any of the following actions with respect to the AirCard Business, the Acquired Assets, the Licensed IP or the Assumed
Liabilities:
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