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This excerpt taken from the MRVL 10-Q filed Sep 8, 2005. GAAP”) applied
on a consistent basis throughout the period involved and fairly present in all
material respects, the net assets to be sold and the direct revenues and direct
operating expenses of the Business for the applicable period covered thereby.
(b) Since the date of the statement of net assets to be sold included in the Financial Statements, there has not been any Material Adverse Effect on the Business. Except as set forth in Section 3.4(b) of the Seller Disclosure Letter, since the date of the statement of net assets to be sold included in the Financial Statements, Seller has caused the Business to be conducted in the ordinary course and in substantially the same manner as previously conducted (including with respect to work-force reductions, sales practices (including promotions, discounts and concessions), maintenance and repair expenditures, capital expenditures, environmental expenditures and inventory levels) and has made commercially reasonable efforts consistent with past practices to preserve the relationships of the Business with material suppliers and customers.
(c) Inventory. Each item of Inventory constituting Assets, whether reflected on the statement of net assets to be sold included in the Financial Statements or subsequently procured or produced, (a) is in good, usable and, as to finished products, marketable condition (as of the Closing Date) in the ordinary course of business and (b) is properly stated on the books and records of the Business at the lesser of cost and fair market value, with adequate obsolescence reserves, all as determined in accordance with GAAP. The quantities, type and quality of the Inventory constituting Assets is sufficient for the conduct of the Business by Buyer following the Closing in substantially the same manner as conducted on the date of the statement of net assets to be sold included in the Financial Statements and as currently conducted by Seller. Except as set forth in Section 3.4(c) of the Seller Disclosure Letter, since the date of the statement of net assets to be sold included in the Financial Statements, there have not been any write-downs of the value of, or establishment of any reserves against, any Inventory of the Business.
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