Netgear 2012 Annual Report Download - page 215

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)
), use their reasonable best efforts to cause their independent accounting firm to deliver a letter
containing statements and information of the type ordinarily included in accountant’s “comfort letters” with respect to the Carve-
Out
Financial Statements or other financial statements of the AirCard Business prepared by Sellers pursuant to this
Section 8.11(a)
contained or incorporated by reference in any such document relating to any such offering, in the case of each of clause (i) and (ii)
above, within the period reasonably requested by US Buyer. In addition, in connection with any SEC filing required to be made by US
Buyer (or any SEC review of such filing), Sellers shall permit Buyers and their authorized representatives to have reasonable access,
during normal business hours and upon reasonable advance notice, to the properties, books and records of Sellers and their Affiliates
relating to the AirCard Business for the purpose of preparing any such SEC filing or responding to SEC questions, comments or
requests on such SEC filing, and to cause their Affiliates’ and such Affiliates’
representatives to cooperate fully in such preparation or
response.
8.12 Other Actions Required to Be Taken .
(a) Buyers and Sellers shall use their respective reasonable best efforts to cause the Person identified on Section 8.12
(a)
of the Sellers Disclosure Schedule to enter into a Specified Agreement with US Buyer as promptly as practicable after the date
hereof. If the Person identified on Section 8.12(a)
of the Sellers Disclosure Schedule offers to enter into a Specified Agreement with US
Buyer for no additional consideration and subject to no additional terms or conditions, US Buyer shall promptly enter into a Specified
Agreement with such Person.
(b) Sellers shall deliver a non-
GAAP statement setting forth the amount of net revenues and gross margin for each
month, and the amount of inventory, accrued warranty and marketing development fund liabilities as of each month end, for the
AirCard Business that are prepared in a manner consistent with the AirCard Business Financial Statements within twenty (20) days
after each month end during the period between execution of this Agreement and the Closing Date.
(c)
Sellers shall prepare and deliver (i) on or prior to the Closing Date, an unaudited balance sheet of the AirCard
Business as of December 31, 2011, (ii) on or prior to March 1, 2013, unaudited financial statements of the AirCard Business for the
quarterly period ended December 31, 2012, including an unaudited balance sheet of the AirCard Business as of December 31, 2012,
and (iii) as promptly as practicable following the end of each applicable quarterly period, unaudited financial statements of the AirCard
Business for any quarterly period ending after the date hereof but prior to the Closing Date. The financial statements required under (i)
and (ii) above shall present fairly the results of operations and financial condition of the AirCard Business for the periods and as of the
dates covered thereby, shall be prepared in accordance with GAAP, applied on a consistent basis, throughout the periods covered, and
(in the case of any income statements) shall be delivered in the same format as the AirCard Business Financial Statements.
(d)
Immediately following the Closing, Sellers shall deliver a letter to each of the parties identified with a triple
asterisk on Section 5.13(a)
of the Sellers Disclosure Schedule, affirming that Sellers are responsible for any indemnification obligations
under the applicable Transferred Contract to the extent they relate to AirCard Products sold or licensed prior to the Closing, and
requesting that such parties contact Sellers in respect of such indemnification obligations. If, following the Closing, Buyers receive any
claim from such party that in whole, or in part, relates to an AirCard Product sold or licensed prior to the Closing, Buyers promptly
shall request that such party contact Sellers in respect of such claim.
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