Netgear 2012 Annual Report Download - page 229

or be deemed a waiver of any subsequent breach hereunder. No single or partial exercise of any right, power or remedy conferred by
this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
13.3 Successors and Assigns
. All covenants and agreements and other provisions set forth in this Agreement and made by or
on behalf of either Party shall bind and inure to the benefit of the successors, heirs and permitted assigns of such party, whether or not
so expressed. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the consent in writing
of the other Party, except that, without the consent of the other Party: (a) Buyers may assign their rights and obligations hereunder
(including their right to purchase the Acquired Assets), in whole or in part, to any Affiliate, (b) either Party may assign their rights and
obligations pursuant to this Agreement, in whole or in part, to an entity that succeeds to all or substantially all of the business of such
Party (whether by sale of stock, sale of assets, merger, recapitalization, business combination or otherwise) and (c) either Party may
assign any or all of its rights pursuant to this Agreement, and each of the other agreements and instruments contemplated hereby,
including its rights to indemnification, compensation or reimbursement, to any of its lenders as collateral security.
13.4 Severability
. In the event that any one or more of the provisions of this Agreement is held invalid, illegal or
unenforceable in any respect for any reason in any jurisdiction, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way impaired or affected (so long as the economic or legal
substance of the Transactions is not affected in any manner materially adverse to any party), it being intended that each Parties’
rights
and privileges shall be enforceable to the fullest extent permitted by applicable Law, and any such invalidity, illegality and
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction (so long as the
economic or legal substance of the Transactions is not affected in any manner materially adverse to any party).
13.5 Expenses
. Except as otherwise provided herein, each of Sellers, on the one hand, and Buyers, on the other hand, shall
pay all of their own respective fees, costs and expenses (including fees, costs and expenses of legal counsel, investment bankers,
brokers and other representatives and consultants) incurred in connection with the negotiation of this Agreement, the performance of its
obligations hereunder and thereunder and the consummation of the Transactions. Losses suffered by a Party for a breach of this
Agreement shall in no way be limited by the amounts described in this Section 13.5 .
13.6 Specific Performance
. The Parties agree that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the
Parties shall be entitled to an injunction or injunctions (without proof of damages) to prevent actual or threatened breaches of this
Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are
entitled at law or in equity and the Parties hereby agree to waive any requirements for posting a bond in connection with any such
action.
13.7 Other Remedies
. Except to the extent set forth otherwise herein, any and all remedies herein expressly conferred upon
a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party,
and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.
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