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This excerpt taken from the MRVL 10-Q filed Sep 8, 2005. Seller Affiliated Group”) (whether
or not related to the Business or the Assets) and including without limitation
any Liability for the unpaid Taxes of any other Person under Treas. Reg. § 1.1502-6
(or any similar provision of state, local, or foreign Law), as a transferee or
successor, by contract or otherwise, (B) relating to the operation or
ownership of the Business or the Assets for any Tax period (or portion thereof)
ending at or prior to the Closing or (C) all taxes on the income of Seller
as a result of the sale of the Assets pursuant to this Agreement;
(i) any indebtedness of Seller or Liabilities relating to guarantees of such indebtedness of Seller;(j) any Liability to any third party to the extent relating to or arising out of infringement or misappropriation prior to the Closing of Intellectual Property or Technology in connection with the operation or conduct of the Business by Seller or any Affiliate of Seller prior to the Closing;(k) any Liability in respect of claims to the extent arising out of (i) any injury, disease, disability or any similar condition that exists or occurs on or prior to the Closing Date or (ii) exposure or alleged exposure on or prior to the Closing Date to any materials or chemicals, including Hazardous Substances, in each case in the work place of Seller or the Business, by any Person (including any Transferred Employee or any other employee heretofore employed in the Business);(l) any Liability to the extent that it relates to or arises out of the employment or the termination of the employment prior to Closing of any employee or former employee of Seller or any Affiliate of Seller or the Business, including as a result of transactions contemplated by this Agreement, provided that Buyer shall have the obligations set forth in Section 6.6;
(m) except as otherwise provided in Section 6.6, any Liabilities of Seller or any Affiliate of Seller to or with respect to any employees of Seller or the Business and obligations and Liabilities under or with respect to the Employee Plans or any other employee benefit or severance plans, programs, policies, arrangements or contracts of Seller;
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(n) any Pre-Closing Environmental Liability;(o) the Liabilities of Seller pursuant to (i) the final sentence of Section 6.3(a) and (ii) Section 6.13 hereof;(p) any Liabilities of Seller or any Affiliate of Seller under or with respect to any contract of Seller other than a Purchase Order or Assigned Contract;(q) any Liability for any Accrued Compensation, 401(k) Match, or PTO Amount; and(r) all other Liabilities of Seller or any Affiliate of Seller other than the Assumed Liabilities. |
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