Netgear 2012 Annual Report Download - page 213

8.7 Public Statements
. Except as required by Law, prior to the Closing, neither Buyers, on the one hand, nor Sellers, on the
other hand, shall, without the prior written consent of the other, directly or indirectly make or issue any statement or other
communication to the public or any third party regarding the subject matter of this Agreement or any of the other Transaction
Agreements, or the terms and conditions hereof or thereof, including, if applicable, the termination of this Agreement and the reasons
therefor, or any disputes or arbitration proceedings hereunder or thereunder. The Parties shall issue a mutually agreed joint press release
on the date hereof. After the Closing, except as required by Law, a Party hereto may issue any releases of information without the
consent of the other Party; provided, however, that each such release is in compliance with the provisions of Section 8.5
and the
Confidentiality Agreement. Notwithstanding the foregoing, the Parties agree and acknowledge that US Buyer and Canadian Seller may
be required to file this Agreement and disclose the acquisition/divestiture of the AirCard Business in its periodic reports filed with the
Securities and Exchange Commission.
8.8 Record Retention
. Each Party agrees, on behalf of itself and its controlled Affiliates, that for a period of not less than six
(6) years following the Closing Date, it shall not destroy or otherwise dispose of any of the books and records relating to the Acquired
Assets or the Assumed Liabilities in its possession with respect to periods prior to the Closing. Each Party shall have the right to
destroy all or part of such books and records after the sixth (6th) anniversary of the Closing Date or, at an earlier time by giving each
other party hereto twenty (20) days’
prior written notice of such intended disposition and by offering to deliver to the other party, at the
other Party’
s expense, custody of such books and records as such first party may intend to destroy. Notwithstanding the foregoing, (a)
immediately after the Closing and if Sellers possess and can locate using commercially reasonable efforts, Sellers shall deliver to
Buyers or destroy copies of Transferred Technology which is not licensed back to Sellers or otherwise permitted to be retained by
Sellers pursuant to Section 2.7(b)
, that are in addition to copies delivered to Buyers as part of the Closing, whether such copies are in
paper form, on computer media or stored in another form, and (b) immediately after the Closing and if Buyers possess and can locate
using commercially reasonable efforts, Buyers shall deliver to Sellers or destroy copies of any Technology of Sellers or their
Subsidiaries which is not licensed to Buyers or necessary for Buyers to perform their obligations under and during the term of the
Transition Services Agreement, whether such copies are in paper form, on computer media or stored in another form.
8.9 Bulk Sales
. It will not be practicable to comply or to attempt to comply with the procedures of the Uniform Commercial
Code or other bulk sales laws or similar laws of the jurisdiction in which the Acquired Assets to be conveyed hereby are situated or of
any other jurisdictions which may be asserted to be applicable to the Transactions and the parties believe that it is not clear that any
such laws are applicable to such transaction. Accordingly, to induce Buyers to waive any requirement for compliance on the part of
Sellers with the procedures of any such laws (which Buyers hereby waive), Sellers hereby agree to indemnify and hold harmless the
Buyer Indemnified Parties, in accordance with the provisions of Article 12
, from and against, and to compensate and reimburse the
Buyer Indemnified Parties, in accordance with the provisions of Article 12
, for, any and all Losses arising out of or resulting from the
failure of Sellers to comply with or perform any actions in connection with the provisions of any such law of any states or jurisdictions
applicable to the Transactions. Notwithstanding the foregoing, Buyers agree to provide all reasonable cooperation to Sellers in
connection with obtaining bulk sales exemptions in all jurisdictions where Sellers determine to seek such exemption.
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