Netgear 2012 Annual Report Download - page 207

such settlement or cessation, (i) any royalty payment obligation or injunctive or equitable relief will be imposed against Buyers and
their Subsidiaries, or (ii) such settlement or cessation does not expressly and unconditionally release Buyers and their Subsidiaries from
all Liabilities with respect to such Action, with prejudice;
(m)
commence any Action relating to the AirCard Business or the Acquired Assets other than (i) for the routine
collection of amounts owed or (ii) in such cases where the failure to commence litigation could have a material adverse effect on the
AirCard Business, provided that Sellers consult with Buyers prior to filing such litigation;
(n)
transfer any Transferred Tangible Property which is located at Transferred Leasehold Property located in
Carlsbad, California to another location; or
(o) agree to take any of the actions described in Section 7.2(a) through Section 7.2(n) , inclusive.
ARTICLE 8
COVENANTS OF PARTIES
8.1 Reasonable Best Efforts
. On the terms and subject to the conditions set forth in this Agreement, each Party shall use its
reasonable best efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly,
all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner
practicable, the Transactions and the other transactions contemplated by this Agreement and the other Transaction Agreements,
including using reasonable best efforts to (a) cause the conditions precedent set forth in Section 4.3
to be satisfied as soon as practicable
after the date hereof, (b) obtain all necessary actions or non-
actions, waivers, consents, approvals, Orders and authorizations from
Governmental Authorities, the expiration or termination of any applicable waiting periods, making all necessary registrations,
declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and (c) prepare,
execute and deliver any additional certificates and other instruments that are necessary or required to consummate the Transactions and
to fully carry out the purpose and intent of this Agreement and the other Transaction Agreements.
8.2 Regulatory Filings; Permits .
(a) Without limiting the generality of the foregoing provisions of Section 8.1
, as soon as may be reasonably
practicable following the execution and delivery of this Agreement, (i) each of Buyers, on the one hand, and Sellers, on the other hand,
shall make all necessary filings under the HSR Act with the FTC and the Antitrust Division of the DOJ a Notification and Report Form
relating to the Transactions and any other transactions contemplated by this Agreement and the other Transaction Agreements, and (ii)
Buyers shall submit a letter to the Commissioner requesting an advance ruling certificate pursuant to Section 102 of the Competition
Act or, in the alternative, a No-Action Letter, and, if the Competition Act Clearance has not been obtained within twenty-
one (21) days
from when Buyers submitted the letter to the Commissioner, Buyers or Sellers may, at any time thereafter, notify the other Parties that
they intend to file a notification pursuant to subsection 114(1) of the Competition Act in which case Buyers and Sellers shall each
submit their respective notification to the Commissioner within seven (7) Business Days thereof. Each of Buyers, on the one hand, and
Sellers, on the other hand, shall promptly (i) cooperate and coordinate with the other in the making of such filings or other filings or
submissions to a Governmental Authority under an Antitrust Law, (ii) supply the other with any information that may be required in
order to effectuate such
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