Netgear 2012 Annual Report Download - page 214

8.10 Business Relationships; Payment s.
(a)
Sellers shall provide reasonable cooperation at the expense of, and upon the written request of, Buyers to assist in
the transition of the business relationships of the AirCard Business existing prior to the Closing, including relationships with customers,
suppliers and others.
(b)
After the Closing, Sellers shall, and shall cause their Subsidiaries to, as promptly as practicable, deliver, and if
necessary endorse over to Buyers, any cash, checks or other instruments of payment Sellers or any of their Subsidiaries receive that
relate to the Acquired Assets, the Assumed Liabilities or the AirCard Business to which Buyers are entitled and shall hold such cash,
checks or other instruments of payment in trust for Buyers until such delivery.
(c)
After the Closing, Buyers shall, as promptly as practicable, deliver to Sellers (or any of their Subsidiaries, as
applicable) any mail and payments received by Buyers that do not relate to the Acquired Assets or the AirCard Business and to which
Sellers or their Subsidiaries are entitled.
8.11 Carve-Out Financial Statements .
(a) In the event that, as a result of the consummation of the Transactions, US Buyer is required to file Carve-
Out
Financial Statements with the SEC (regardless of when such Carve-
Out Financial Statements are required to be filed with the SEC),
then prior to the Closing (and as a condition to consummation of the Transactions) Sellers shall prepare and deliver to Buyers the
Carve-
Out Financial Statements. In addition, in the event that, at any time following the Closing, US Buyer determines in good faith
that it is required to file with the SEC (or furnish to the SEC) any financial statements of the AirCard Business (in addition to the
Carve-
Out Financial Statements) under any U.S. Securities Laws (including as a result of actions taken by Buyers, such as an offering
of securities or the acquisition or one or more businesses or other assets that, when aggregated with the AirCard Business, require
Buyers to file financial statements of the AirCard Business, either on a stand-
alone basis or consolidated with the financial statements
of such other businesses or assets), then Sellers shall, at the sole cost and expense of Buyers, prepare and deliver to Buyers such
financial statements of the AirCard Business that US Buyer so determines are required to be filed or furnished with the SEC, and any
such financial statements of the AirCard Business that are as of a fiscal year end or for a fiscal year shall be audited and accompanied
by an unqualified opinion of an internationally recognized independent accounting firm. Any Carve-
Out Financial Statements or other
financial statements of the AirCard Business prepared by Sellers pursuant to this Section 8.11(a)
shall be prepared in accordance with
GAAP, applied on a consistent basis, throughout the periods covered, shall present fairly the financial condition of the AirCard
Business as of the respective dates thereof and the results of operations and cash flows of the AirCard Business for the periods covered
thereby, and shall in all cases comply in all respects with the U.S. Securities Laws that are applicable to US Buyer. For the avoidance of
doubt, none of the Parties or their respective Affiliates shall be required to petition the SEC or its staff for an exemption from the
requirements of the Exchange Act in order to limit the requirements of the Exchange Act relating to any requirement to file or furnish
Carve-Out Financial Statements or other financial statements of the AirCard Business in connection with the Transactions.
(b)
From and after the Closing, upon the request of US Buyer, Sellers shall (i) use their reasonable best efforts to
cause its independent accounting firm to deliver to the SEC any auditor’
s consent that is required to be included in any filing with the
SEC that includes or incorporates by reference the Carve-
Out Financial Statements or other financial statements of the AirCard
Business prepared by Sellers pursuant to this Section 8.11(a)
and (ii) to the extent US Buyer conducts or intends to conduct an offering
of securities (and if the registration statement, prospectus or offering memorandum for such offering includes
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