Netgear 2012 Annual Report Download - page 206

(a)
modify or amend in any material respect or terminate any Transferred Contract, Transferred Lease or Transferred
Permit, other than pursuant to the expiration of a Transferred Contract, Transferred Lease or Transferred Permit in accordance with its
terms;
(b)
other than sales of Inventory in the ordinary course of business, sell, lease, license, transfer or otherwise dispose
of or encumber any Acquired Assets or Licensed IP (but only to the extent such sale, lease, license, transfer, disposition or
encumbrance would conflict with licenses granted to Buyers under the Cross-License Agreement or adversely affect Buyers’
right to
use Licensed IP), or grant or otherwise create or consent to the creation of any Lien affecting any Acquired Assets, Licensed IP (but
only to the extent such grant, creation or consent would conflict with licenses granted to Buyers under the Cross-
License Agreement or
adversely affect Buyers’ right to use Licensed IP) or any part thereof;
(c) make or change any Tax election that would affect the Acquired Assets;
(d)
grant any severance, change in control, termination pay or similar pay benefits (in cash or otherwise) to any
Offered Employee, including any officer, except as required under the terms of any pre-
existing employment agreement or arrangement
disclosed in the Sellers Disclosure Schedule;
(e)
(i) adopt, establish, enter into, amend or terminate any Employee Benefit Plan other than ordinary course actions
that apply to Employees generally, (ii) enter into any employment agreement, (iii) agree to pay any special bonus or special
remuneration to any Offered Employee, or (iv) increase or agree to increase the salaries, wage rates, or other compensation or benefits
of any Offered Employee, except as required under applicable Law or the terms of any pre-
existing employment agreement or
arrangement disclosed in the Sellers Disclosure Schedule;
(f) terminate the employment of any Offered Employee other than for “cause”;
provided that in the event Sellers
terminate any Offered Employee for “cause”, Sellers shall promptly notify Buyers of such termination;
(g)
abandon or permit to lapse any Transferred IP (other than Patents expiring at the end of their statutory terms (and
not as a result of any act or omission by Sellers or any of their Subsidiaries, including a failure by Sellers or any of their Subsidiaries to
pay any required registration or maintenance fees));
(h)
take or omit to take any action that has or would reasonably be expected to have the effect of accelerating sales
to customers or revenues of the AirCard Business to pre-
Closing periods that would otherwise be expected to take place or be incurred
in post-Closing periods;
(i) fail to make any capital expenditures or commitment therefor as set forth in Section 7.2(i)
of the Sellers
Disclosure Schedule;
(j)
make any changes to its normal and customary practices regarding the solicitation, booking and fulfillment of
orders or the shipment and delivery of goods relating to the AirCard Business;
(k)
compromise, settle or waive any material claims or rights of the AirCard Business which would be prejudicial
against Buyers;
(l)
enter into any settlement of, or cease to defend, any pending or threatened Actions that relate to the AirCard
Business, the Acquired Assets or the Licensed IP if, pursuant to or as a result of
- 55 -