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This excerpt taken from the MRVL 10-Q filed Sep 8, 2005. Nonassertion Letter
Agreement”).
(b) Seller’s Closing Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following documents, against the deliveries by Buyer pursuant to Section 2.3(a) above:
(i) the Transition Services Agreement, duly executed by Seller;
(ii) the Bill of Sale, duly executed by Seller;
(iii) the Assignment and Assumption Agreement, duly executed by Seller;
(iv) the Registration Rights Agreement, duly executed by Seller;
(v) the IP and Technology License Agreement, duly executed by Seller;
(vi) the Retained Patent License Agreement, duly executed by Seller;
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(vii) the Transferred Patent License Agreement, duly executed by Seller
(viii) any records, tangible assets, licenses, policies, contracts, plans, leases or other instruments owned by or pertaining to the Business that are in the possession of Seller;
(ix) a certification of non-foreign status dated the Closing Date in form and substance satisfactory to Buyer and conforming to the requirements of Income Tax Regulations section 1.1445-2(b)(2)(i); and
(x) the Nonassertion Letter Agreement, duly executed by Seller.
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