Marvell Technology Group (MRVL)

(b)   The Financial Statements have been derived from the books and records of Seller and have not been separately audited.  The Financial Statements do not contain all adjustments

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necessary to comply with GAAP.  The Financial Statements do not reflect the assets, liabilities, revenues and expenses that would have resulted if the Business had operated as an unaffiliated independent company; provided further, that the Financial Statements include estimations for allocation of various revenues, costs and expenses on a reasonable basis.

3.16         Absence of Certain Changes. Since the Quarter Financial Information Date other than with respect to the transactions contemplated by the Acquisition Documents, the Business has been conducted in the ordinary course of business consistent with past practice, and there has not been:

(a)   any creation, assumption or sufferance of (whether by action or omission) the existence of any Lien or Share Encumbrance on any of the Transferred Assets or Transferred Shares, other than (i) Permitted Liens and (ii) Liens that would not reasonably be expected to have a Seller Material Adverse Effect;

(b)   any waiver, amendment, termination or cancellation of any Material Contract or any relinquishment of any material rights thereunder by Seller, or to the Knowledge of Seller any other party, other than, in each such case, actions taken in the ordinary course of business or that are not material with respect to any such Material Contract;

(c)   any material change by Seller or Transferred Sub in its accounting principles, methods or practices or in the manner it keeps its accounting books and records relating to the Business, except any such change required by a change in GAAP or except any change that results from the audit contemplated in Section 6.01(f);