Neither Seller nor any of its Subsidiaries has, since March 28, 2014, received any written notice of material deficiencies in connection with any export controls, trade embargoes or economic sanctions matter from OFAC or any other Governmental Entity in its compliance efforts relating to the Business nor, since March 28, 2014, made any voluntary disclosures to OFAC or any other Governmental Entity of facts that could result in any material action being taken or any material penalty being imposed by a Governmental Entity against Seller or any of its Subsidiaries in connection with or relating to the Business, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. Business Field means the field of the Business (for the avoidance of doubt, including any future enterprise security products and services, and other natural extensions of the Business in the enterprise markets). Purchaser shall further use commercially reasonable efforts to pursue the refund, offset, or credit of any VAT imposed on the transfer of the Purchased Assets and Assumed Liabilities to the extent permitted by applicable Tax law.
The obligations of Seller to effect the Transactions are also subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Seller: (a) Representations and Warranties. Cash from operations was $9,697 million, compared to $8,880 million in the prior year.
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.
Each Party will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of Purchaser and its Subsidiaries that may result from the requests for access, data and information hereunder. To Sellers Knowledge, there has been no unauthorized disclosure or use of, or access to, Transferred Technology, information or materials that Seller maintains or intended to maintain as a Trade Secret relating to the Business, except as would not reasonably be expected to be, individually or in the aggregate, material to the Business. These statements include, but are not limited to, statements regarding the expected completion and timing of the proposed transaction, expected benefits and costs of the proposed transaction, and management plans relating to the proposed transaction, and statements that address Broadcoms expected future business and financial performance and other statements identified by words such as will, expect, believe, anticipate, estimate, should, intend, plan, potential, predict project, aim, and similar words, phrases or expressions. Those risks, uncertainties and assumptions include: the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect Broadcoms business and the price of the common stock of Broadcom; the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the receipt of certain regulatory approvals; the occurrence of any event, change or other circumstance that could give rise to the termination of the asset purchase agreement; the effect of the announcement or pendency of the proposed transaction on Broadcoms business relationships, operating results and business generally; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; risks related to diverting managements attention from ongoing business operations; the outcome of any legal proceedings that may be instituted related to the asset purchase agreement or the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; the ability of Broadcom to achieve its plans, forecasts and other expectations (including regarding expected revenues, returns and synergies) with respect to the acquired business after completion of the proposed transaction; and other risks described in Broadcoms and its predecessors filings with the United States Securities and Exchange Commission, such as Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Other particular uncertainties that could materially affect future results include risks associated with: any loss of Broadcoms significant customers and fluctuations in the timing and volume of significant customer demand; Broadcoms dependence on contract manufacturing and outsourced supply chain; any other acquisitions Broadcom may make, such as delays, challenges and expenses associated with receiving governmental and regulatory approvals and satisfying other closing conditions, and with integrating acquired companies with Broadcoms existing businesses and Broadcoms ability to achieve the benefits, growth prospects and synergies expected by such acquisitions; global economic conditions and concerns; government regulations and trade restrictions; Broadcoms ability to accurately estimate customers demand and adjust its manufacturing and supply chain accordingly; Broadcoms significant indebtedness, including the additional significant indebtedness that Broadcom expects to incur in connection with the proposed transaction, and the need to generate sufficient cash flows to service and repay such debt, and ability to maintain an investment grade credit rating; dependence on and risks associated with distributors of Broadcom products; dependence on senior management and Broadcoms ability to attract and retain qualified personnel; international political and economic conditions; Broadcoms dependency on a limited number of suppliers; quarterly and annual fluctuations in operating results; the amount and frequency of Broadcom stock repurchases; cyclicality in the semiconductor or enterprise software industry or in target markets; Broadcoms competitive performance and ability to continue achieving design wins with its customers, as well as the timing of any design wins; prolonged disruptions of Broadcoms or its contract manufacturers manufacturing facilities or other significant operations; Broadcoms ability to improve its manufacturing efficiency and quality; Broadcoms involvement in legal or administrative proceedings; Broadcoms dependence on outsourced service providers for certain key business services and their ability to execute to Broadcoms requirements; Broadcoms ability to maintain or improve gross margin; Broadcoms ability to protect its intellectual property and the unpredictability of any associated litigation expenses; compatibility of Broadcoms software products with operating environments, platforms or third-party products; Broadcoms ability to enter into satisfactory software license agreements; sales to Broadcoms government clients; availability of third party software used in Broadcoms products; use of open source code sources in Broadcoms products; any expenses or reputational damage associated with resolving customer product warranty and indemnification claims; Broadcoms ability to sell to new types of customers and to keep pace with technological advances; market acceptance of the end products into which Broadcoms products are designed; Broadcoms ability to protect against a breach of security systems; changes in accounting standards; fluctuations in foreign exchange rates; Broadcoms provision for income taxes and overall cash tax costs, legislation that may impact its overall cash tax costs and its ability to maintain tax concessions in certain jurisdictions; and other events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature. We continue to believe that our core semiconductor business is bottoming and will return to year over year growth in the second half of our fiscal year. (g) Any goodwill arising from the use of the Seller Trademarks as described in this Section 5.7 shall inure to the sole benefit of Seller and its affiliates. During the fourth fiscal quarter, the Company generated $2,479 million in cash from operations and spent $587 million on share repurchases and eliminations, consisting of $433 million in repurchases of 1.5 million shares and $154 million of withholding tax payments related to net settled equity awards that vested in the quarter (representing approximately 0.5 million shares withheld), as well as $96 million on capital expenditures. policy_id,start_date,end_date,event_type,days_to_keep,use_data The Parties agree to the matters set forth in Annex 5.18.
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