Marvell Technology Group (MRVL)

(i)            any inaccuracy in or breach of any of Seller’s representations or warranties contained in this Agreement or any Conveyance Document and supplements or modifications to Seller’s representations or warranties as provided in Section 5.02(a);

(ii)           any misrepresentation contained in any certificate furnished to Buyer by or on behalf of Seller pursuant to this Agreement;

(iii)          any breach of any covenant or agreement made or to be performed by Seller pursuant to this Agreement or any Conveyance Document;

(iv)          any failure of any Selling Party to satisfy any Excluded Liabilities or other Liabilities of any Selling Party (other than Assumed Liabilities) arising from the conduct of the Business prior to the Closing; and

(v)           any expenses required to be paid by Seller under this Agreement or any Conveyance Document.

(b)   Indemnification Provisions for Seller.  Subject to the provisions of Section 7.01, from and after the Closing Date, the Selling Parties and their Affiliates, officers, directors, representatives and agents (collectively, the “Seller Indemnitees”) shall be indemnified and held harmless by Buyer from and against and in respect of any and all Losses (as defined below) incurred by any Seller Indemnitee, resulting from:

(i)            any inaccuracy in or breach of any of Buyer’s representations or warranties contained in this Agreement or any Conveyance Document and supplements or modifications to Buyer’s representations or warranties as provided in Section 5.02(a);

(ii)           any misrepresentation contained in any certificate furnished to Seller by or on behalf of Buyer pursuant to this Agreement;

(iii)          any breach of any covenant or agreement made or to be performed by Buyer pursuant to this Agreement or any Conveyance Document;

(iv)          any failure of Buyer or any Buyer Designee to satisfy any Assumed Liabilities and any Liabilities (other than the Excluded Liabilities) arising from or relating to the Transferred Assets or Transferred Sub to the extent arising subsequent to the Closing; and

(v)           any expenses required to be paid by Buyer under this Agreement or any Conveyance Document.

(c)   For purposes of this Agreement, the term “Indemnitee” shall mean either a Buyer Indemnitee or a Seller Indemnitee, as the case may be, and the term “Indemnitor” shall mean either Buyer Indemnitor or a Seller Indemnitor, as the case may be.

(d)   For purposes of this Agreement, the term, “Losses” means any and all deficiencies, judgments, settlements, demands, claims, suits, actions or causes of action, assessments, liabilities, losses, damages (excluding indirect, incidental or consequential damages), interest, fines, penalties,

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costs and expenses (including reasonable legal, accounting and other costs and expenses) incurred in connection with investigating, defending, settling or satisfying any and all demands, claims, actions, causes of action, suits, proceedings, assessments, judgments or appeals, and in seeking indemnification therefor.

(e)   No Indemnitee(s) shall be entitled to indemnification for any Losses covered by Sections 7.02(a)(i)-(ii) or 7.02(b)(i)-(ii) until the aggregate amount of all such Losses of such Indemnitees shall exceed One Million Five Hundred Thousand Dollars ($1,500,000) (the “Basket”), at which time all such Losses incurred in excess of the Basket shall be subject to indemnification by the relevant Indemnitor hereunder.  The Basket shall not apply to Losses covered by Sections 7.02(a)(iii)-(v) or Sections 7.02(b)(iii)-(v) or that result from fraud.

(f)    The amount of any Losses otherwise recoverable under this Section 7.02 shall be reduced by any amounts that the Indemnitees are entitled to receive under insurance policies, the Parties hereby acknowledging and agreeing that prior to seeking reimbursement for any Indemnification Claim (but not with respect to issuing a Notice of Claim), the Indemnitee must first seek reimbursement for any and all Losses from any applicable insurance coverage (and that any compensation provided under this Agreement or any Ancillary Agreement is not to be deemed insurance for any purpose).