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This excerpt taken from the MRVL 10-Q filed Sep 8, 2005. Tax Return” shall mean all material federal, state, local
and foreign returns, estimates, information statements and reports relating to
Taxes, including any amendment thereof.
(b) All Tax Returns required to be filed on or prior to the Closing Date by Seller with respect to any Tax that, if not paid, might result in a Lien upon any of the Assets, have been or will be filed prior to the Closing Date, are complete and accurate in all material respects, and all Taxes due or claimed to be due pursuant thereto have been or will be paid prior to the Closing Date.
(c) There are no Liens or other security interests upon any property or assets of Seller for Taxes affecting the Business or the Assets, except for Liens for Taxes not yet due and payable.
(d) None of the Assets: (1) is property that is required to be treated as being owned by any other person pursuant to the provisions of former Section 168(f)(8) of the Code; or (2) is “tax-exempt use property” within the meaning of Section 168(h) of the Code.
(e) Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and Income Tax Regulations).
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