Marvell Technology Group (MRVL)

Accounting Firm”) for arbitration of any matters which remain in dispute and which were properly included in the Notice of Disagreement.  The Accounting Firm shall be the Orange County office of Ernst & Young, LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by Seller and Buyer in writing.  Seller and Buyer hereby agree to use their commercially reasonable efforts to cause the Accounting Firm to render a decision resolving the matters submitted to the Accounting Firm within thirty (30) days following submission.  Seller and Buyer agree that judgment may be entered upon the arbitral award of the Accounting Firm in any court having jurisdiction pursuant to Section 10.9.  The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 6.11 shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm, as arbitrators, at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted.  The costs and expenses incurred by the accountants, auditors and other Representatives of any party hereto in connection with such party’s review of the Statement or otherwise in connection with the matters that are the subject of this Section 6.11 shall be borne by the party incurring such expenses. 

 

(f)                                    If the sum of the Closing Net Inventory Value as finally determined pursuant to subsections (d)-(e) (the “