This excerpt taken from the MRVL 8-K filed Nov 14, 2006.
(c) by written notice from Seller prior to Closing, in its sole and absolute discretion, given not more than twenty (20) calendar days after receiving notice of a Change of Control of Buyer (from Buyer or otherwise).
8.02 Effect of Termination. If this Agreement is terminated pursuant to Section 8.01, all obligations of the Parties hereunder (except for this Section 8.02, Section 5.01(a) (as to confidentiality), Section 5.08 (Public Announcements), Section 9.01 (Notices), Section 9.03 (Expenses), Section 9.05 (Governing Law) and Section 9.11 (Dispute Resolution)) shall terminate without Liability of any Party to any other Party, the representations and warranties made herein shall not survive beyond a termination of this Agreement and no Party shall have any Liability for breach of any representation or warranty upon a termination of this Agreement prior to the Closing. Nothing contained in this Section 8.02 shall relieve any Party of Liability for any breach of any covenant contained in this Agreement that occurred prior to the date of termination of this Agreement.