Marvell Technology Group (MRVL)

(f)    any event, occurrence, development or state of circumstances or facts that has had or has a Seller Material Adverse Effect.

3.17         Environmental Matters. Except as would not reasonably be expected to have a Seller Material Adverse Effect, to the Knowledge of Seller:  (a) Seller and each of its Subsidiaries is in compliance with all applicable Environmental Laws and (b) there are no written claims pursuant to any Environmental Law pending or threatened against Seller or any of its Subsidiaries, in each case in connection with the conduct or operation of the Business or the ownership or use of the Transferred Assets.  The representations and warranties contained in this Section 3.17 are the only representations and warranties being made with respect to compliance with or Liability under Environmental Laws or with respect to any environmental, health or safety matter, including natural resources, related to the Business, the Transferred Assets or the Selling Parties’ ownership or operation thereof.

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3.18         Product Warranties. Seller has delivered copies of Seller’s standard product warranties with respect to the Products set forth in its order acknowledgement forms for the Products.  To the Knowledge of Seller, no outstanding material claims with respect to product warranties relating to the Products exist.

3.19         Transferred Assets. Except for the Excluded Assets (including the Intellectual Property licensed pursuant to the Intellectual Property Agreements), the Excluded Employees and the benefits received by the Business by virtue of it being operated by Seller or one of its Subsidiaries, and as set forth on Schedule 3.19, the Transferred Sub, Transferred Assets and the assets and services temporarily made available to Buyer pursuant to the Transition Services Agreement and the Supply Agreement constitute all of the material assets of this type (other than any Intellectual Property) used in the conduct of the Business as of the date hereof.

3.20         Customers. Schedule 3.20 lists the names of the ten (10) largest customers to whom the Business has sold Products during the year ended December 31, 2005 (based on dollar amount of revenue recognized in connection with the sale of such Products during such year).  To Seller’s Knowledge, none of the Selling Parties has received any written statement from any customer whose name appears on Schedule 3.20 that such customer will not continue as a customer of the Business after the Closing.