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This excerpt taken from the MRVL 10-Q filed Sep 8, 2005. Assumed Liabilities”):
(a) all Liabilities with respect to the Purchase Orders or the Assigned Contracts to be performed by the Business on or after the Closing Date;
(b) the Liabilities arising after the Closing under the terms of the Assigned Contracts, but only to the extent that such Liabilities relate to the period from and after
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the Closing, provided that the Assumed Liabilities shall not include any Liability for breaches by Seller of such Assigned Contracts occurring prior to the Closing;
(c) the Liabilities with respect to the Transferred Employees assumed by Buyer pursuant to Section 6.6 hereof;
(d) the Liabilities assumed by Buyer pursuant to (i) the final sentence of Section 6.3(a) and (ii) Section 6.13 hereof;
(e) all Liabilities for warranty claims arising in respect of products of the Business shipped or sold after the Closing; and
(f) any Liabilities arising in connection with the ownership of the Assets and/or the conduct of the Business after the Closing.
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