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This excerpt taken from the MRVL 10-Q filed Sep 8, 2005. Seller Indemnified Party”)
harmless against and in respect of any and all Damages which such Seller
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Indemnified Party has actually suffered, incurred or become subject to arising out of, based upon or otherwise in respect of:
(a) any breach of or inaccuracy in any representation or warranty made by Buyer in this Agreement;
(b) any breach by Buyer of, or failure of Buyer to perform, any covenant or agreement of Buyer contained in this Agreement;
(c) any liability for the income Taxes of Buyer or any member of an affiliated group with which Buyer files or have filed a Tax Return on a consolidated or combined basis;
(d) the WARN Act or any similar statute, if and when applicable in connection with the transactions contemplated hereby and/or the operation of the Business after the Closing due to Buyer’s termination following the Closing of such number of Transferred Employees as would trigger application of any such statute; and
(e) the Assumed Liabilities.
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