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
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 Buyers termination following the Closing of such number of Transferred Employees as would trigger application of any such statute; and
(e) the Assumed Liabilities.