Marvell Technology Group (MRVL)

(e)   any agreement by Buyer or any Buyer Designee or any officers thereof in their capacities as such to do any of the things described in the preceding clauses (a) through (d).

4.07         Litigation. There are no Proceedings pending or, to Buyer’s Knowledge, threatened: (a) by or against Buyer or any Buyer Designee, their respective activities, properties or assets that would reasonably be expected to have a Buyer Material Adverse Effect; or (b) that seek to prevent, enjoin, alter or delay the transactions contemplated by this Agreement or any of the other Acquisition Documents.  To Buyer’s Knowledge, neither Buyer nor any of its Subsidiaries is a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or Government Authority.

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4.08         Compliance with Applicable Laws. Each of Buyer and each Buyer Designee has complied with all Applicable Laws relating to its business and properties, except where the failure to comply would not have a Buyer Material Adverse Effect.

4.09         No Undisclosed Liabilities. There are no Liabilities of Buyer or any of its Subsidiaries or any other Buyer Designee, and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a Liability of a nature required to be disclosed on a balance sheet or in the related notes to consolidated financial statements prepared in accordance with GAAP, other than: