Marvell Technology Group (MRVL)

(d)   Guarantees.  Transferred Sub is not a guarantor or indemnitor of any Indebtedness of any Person which guarantee will not be released prior to or at Closing.

(e)   Taxes.  Except to the extent that the failure to do so would not, collectively with any breaches of Section 3.12, have a Seller Material Adverse Effect, since January 1, 2003, Transferred Sub has filed all Tax Returns required to have been filed by it, and has paid on a timely basis all Taxes due and payable.  Except as set forth in Schedule 3.23(e), (i) with respect to those Taxes described in the preceding sentence of this Section 3.23(e), Transferred Sub has not received any written notice from any Governmental Authority that it is or may be subject to additional Tax, and (ii) there are no Liens for Taxes (other than Permitted Liens).  Buyer has been provided with a copy of the IRS Form 8832 filed with respect to the election to treat Transferred Sub as a disregarded entity for U.S.  federal income tax purposes.  The representations and warranties contained in this Section 3.23(e) are the only representations and warranties being made with respect to compliance with or liability under laws related to Taxes related to Transferred Sub.

(f)    Permits.  Transferred Sub has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now conducted, the lack of which has had or would have a Seller Material Adverse Effect.  Transferred Sub is not in default in any material respect under any of such franchises, permits, licenses or similar authority.

3.24         Disclaimer of Warranties. EXCEPT WITH RESPECT TO THE WARRANTIES AND REPRESENTATIONS SPECIFICALLY SET FORTH IN THIS ARTICLE III (WHICH MAY BE RELIED UPON BY BUYER) AND REPRESENTATIONS AND WARRANTIES SPECIFICALLY RELATING TO THE TRANSFERRED ASSETS IN ANCILLARY AGREEMENTS, IF ANY, ALL OF THE TRANSFERRED ASSETS, TRANSFERRED SHARES AND TRANSFERRED SUB ARE BEING SOLD “AS IS, WHERE IS,” AND NEITHER

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SELLER NOR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, SUITABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY AS TO THE TRANSFERRED ASSETS OR ANY PART OR ITEM THEREOF, OR AS TO THE CONDITION, DESIGN, OBSOLESCENCE, WORKING ORDER OR WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OTHERWISE, AND BUYER HAS RELIED ON ITS OWN EXAMINATION THEREOF IN ELECTING TO ACQUIRE THE TRANSFERRED ASSETS ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT.