Trademarks means all trademarks, service marks, trade names, service names, trade dress, logos, and other identifiers of the source or origin of goods and services, and all statutory, federal, common law, and rights provided by international treaties or conventions, in any of the foregoing. (a) Subject to the terms and conditions of this Agreement, each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof (and in any event prior to the Outside Date), all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable (and in any event prior to the Outside Date) all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions as promptly as practicable after the date hereof (and in any event prior to the Outside Date), and (ii) taking all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances. (d) For a period of up to five (5) years following the Closing (or seven (7) years following the Closing in the case of clause (iii) below or twelve (12) months following the Closing in the case of clause (v) below), Purchaser shall afford Seller and its Representatives reasonable access, during normal business hours, upon reasonable notice, consistent with applicable Law, to the properties, Business Books and Records and employees of Purchaser (which employees must be designated in advance by Purchaser) and its Subsidiaries, in each case to the extent related to the Purchased Assets and the Assumed Liabilities as Seller may reasonably need and solely for the purpose of (i) complying with reporting, disclosure, filing or other requirements imposed on Seller and its Subsidiaries (including under applicable securities Laws) by any Governmental Entity, (ii) use in preparation for or during any judicial, regulatory, administrative, investigative or other Proceeding, or in order to satisfy bona fide Tax, audit, accounting, regulatory, litigation or other similar requirements or to discharge Retained Liabilities (in each case other than with respect to any Proceeding or potential Proceeding in which Purchaser and Seller, or their respective Subsidiaries, are or reasonably could be adversarial parties to each other), (iii) filing of any Tax Return, determining a liability for Taxes or a right to a refund of Taxes or any Tax audit or other Proceeding in respect of Taxes, (iv) complying with its obligations under this Agreement or the other Transaction Documents or (v) any other reasonable business purpose requiring access to any such employees and Business Books and Records in connection with the consummation of the Transactions and the transition of the Business and the Retained Business resulting therefrom. Employees have 10 scheduled company paid holidays. SAN JOSE, Calif., Dec. 12, 2019 /PRNewswire/ -- Broadcom Inc. (Nasdaq: AVGO), a global technology leader that designs, develops and supplies semiconductor and infrastructure software solutions, today reported financial results for its fourth fiscal quarter and fiscal year ended November 3, 2019, provided guidance for its fiscal year 2020 and announced quarterly dividends. 7.1 Conditions to Each Partys Obligations to Effect the Transactions. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, all Business Permits are in full force and effect, no default (with or without notice, lapse of time or both) has occurred under any such Business Permit and none of Seller or any of its Subsidiaries has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any such Business Permit. FINANCIAL RECONCILIATION: GAAP TO NON-GAAP - UNAUDITED, Acquisition-related purchase accounting revenue adjustment (1), Research and development on non-GAAP basis, Selling, general and administrative expense on GAAP basis, Selling, general and administrative expense on non-GAAP basis, Total operating expenses on non-GAAP basis, Income from continuing operations before income taxes on GAAP basis, Income before income taxes on non-GAAP basis, Provision for (benefit from) income taxes on GAAP basis, Provision for income taxes on non-GAAP basis, Discontinued operations, net of income taxes, Weighted-average shares used in per share calculations - diluted on GAAP basis, Weighted-average shares used in per share calculations - diluted on non-GAAP basis, Net cash provided by operating activities, Purchases of property, plant and equipment. 9.5 Calculation of Covered Losses. (iii) Purchaser will reimburse Seller for any severance benefits payable by Seller and its affiliates under applicable Law or under Sellers severance policies set forth on Section 5.6(k)(iii) of the Seller Disclosure Letter arising from (x) Purchasers or its affiliates failure to make an offer of employment to, or accept or continue the employment of, any. This dividend is payable on December 31, 2019 to preferred stockholders of record at the close of business (5:00 p.m. Eastern Time) on December 15, 2019. I do not want to receive alarms on those days. (c) Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business, the Seller Group (i) has timely paid, deducted, withheld and collected all amounts required to be paid, deducted, withheld or collected by the Seller Group with respect to any payment owing to, or received from, the employees, creditors, independent contractors, or customers of the Seller Group and other third parties with respect to the Business (and has timely paid over any amounts so withheld, deducted or collected to the appropriate Governmental Entity), and (ii) has otherwise complied with all applicable Laws relating to the payment, withholding, collection and remittance of Taxes (including information reporting requirements) with respect to the Business. The administrator has placed this event on hold. (b) Each of Purchaser and Seller shall, in connection with and without limiting the efforts referenced in Section 5.1(a) (but subject to the limitations set forth therein) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the DOJ), the Federal Trade Commission (the FTC) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Purchaser, Seller or any of their respective Subsidiaries, or of the Business, the Purchased Assets or the Retained Business or any portion thereof, (B) as necessary to comply with contractual arrangements existing as of the date hereof and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(b) as Outside Counsel Only Material. Without limiting Purchasers cooperation obligations described in Section 5.1(a) and this Section 5.1(b) (including, for the avoidance of doubt, Purchasers obligation to use reasonable best efforts to take all steps as may be necessary, subject to the limitations in this Section 5.1, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable after the date hereof), Purchaser will control the ultimate strategy for securing approvals and expiration of relevant waiting periods under the Antitrust Laws.