However, Broadcom now intends to utilize excess cash flow beyond its dividend payments to focus on rapidly paying down debt as opposed to stock repurchases. “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). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, (a) all current, insurance policies and insurance Contracts of the Seller and its Subsidiaries relating to or covering any part the Business are in full force and effect and are valid and enforceable and cover against the risks as are customary for companies of similar size in the same or similar lines of business and (b) all premiums due thereunder have been paid. After you upload the calendar file, alarms are not generated for those days in the future. (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. Cash from operations was $9,697 million, compared to $8,880 million in the prior year. “Business License Contract” means any Contract with a third party that grants to any member of the Seller Group a right or license with respect to such third party’s Technology that is incorporated into or bundled with any Business Product, including the Contracts listed on Section 1.1(a) of the Seller Disclosure Letter, but excluding the Contracts listed on Section 2.5(o) of the Seller Disclosure Letter. “Retained Business” means any and all businesses, operations and activities conducted by Seller and its Subsidiaries as of and prior to the date hereof, other than the Business. Purchaser, (iv) severance benefits that are no less favorable than the severance benefits as set forth on Section 5.6(i) of the Seller Disclosure Letter and (v) a work location that is within fifty (50) miles of such Transferred Business Employee’s work location immediately prior to the Closing. “Primary Shared Contract” means any Business Contract that is primarily related, but not exclusively related, to the Business. (d) Use of Logos. *,2017-01-02 00:08:00,2017-01-02 11:00:00,UnplannedOutage,42,F. “Transferred Intellectual Property Rights” means (a) the Transferred Registered Intellectual Property and (b) all other Intellectual Property Rights (excluding Registered Intellectual Property) that are owned (or claimed to be owned) by Seller or its Subsidiaries and primarily used, primarily held for use or primarily practiced in the conduct of the Business. (h) Debt Commitment Letter. If Seller and Purchaser are unable to reach such agreement, they shall promptly thereafter cause a nationally recognized independent accounting firm mutually selected by Seller and Purchaser (“Independent Accounting Firm”), who shall be promptly engaged, to resolve any remaining disputes. “Privacy Statements” means, collectively, all of Seller’s and its Subsidiaries’ internal and publicly posted policies and representations (including if posted on Seller’s or its Subsidiaries’ products and services) regarding the collection, use, disclosure, transfer, storage, maintenance, retention, deletion, disposal, modification, protection or processing of Protected Information, in each case, in connection with or relating to the Business. “Business Government Contract” means a Contract between Seller and any of its Subsidiaries and any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such Contract, to the extent such Contract primarily relates to the Business. (d) To the extent applicable, from the Closing Date until the date on which any Purchased Assets in a Delayed Transfer Jurisdiction is transferred pursuant to a Foreign Closing Document, (i) Seller and its Subsidiaries shall hold and (to the extent that Purchaser or its designee is unable to operate such Purchased Assets in a Delayed Transfer Jurisdiction) operate such Purchased Assets in all material respects in the ordinary course of business consistent with past practice, and subject to the instructions of the Purchaser and its affiliates to the extent such instructions relate to the Business or such Purchased Assets and do not require any action to be taken in violation of applicable Law, and such Purchased Assets shall be so held and operated for the sole benefit and sole detriment of Purchaser so that all benefits and detriments attributable to such Purchased Assets in such Delayed Transfer Jurisdiction inure from and after the Closing solely to Purchaser; and (ii) Purchaser shall indemnify and hold Seller, its applicable Subsidiaries and their respective affiliates harmless from and against all Liabilities actually incurred as a result of Seller’s or any such Subsidiary’s or their respective affiliate’s post-Closing direct or indirect ownership, management or operation of any such Purchased Assets in such Delayed Transfer Jurisdiction (only to the extent that such Liabilities relate to the Business and are (or would be) Assumed Liabilities hereunder). Your response will be removed from the review – this cannot be undone. The differences between the Company's GAAP and non-GAAP results are described generally under "Non-GAAP Financial Measures" below, and presented in detail in the financial reconciliation tables attached to this release. Broadcom believes this non-GAAP financial information provides additional insight into the Company's on-going performance. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Free cash flow from operations, defined as cash from operations less capital expenditures, was $2,383 million in the quarter. “Tax” or “Taxes” means any and all U.S. federal, state, local and. (b) Section 3.16(b) of the Seller Disclosure Letter sets forth a list of the top fifteen (15) suppliers or vendors of the Business based on total spend by the Business during the fiscal year ended March 29, 2019 (each, a “Material Supplier” and each Contract (other than Contracts that are immaterial) with each Material Supplier, a “Material Supplier Agreement”). There are no (a) Proceedings pending or, to the Knowledge of Seller, threatened against Seller or any of its Subsidiaries relating to the Business, the Purchased Assets or the Assumed Liabilities by or before any Governmental Entity that would reasonably be expected (a) to be, individually or in the aggregate, material to the Business or (b) to have, individually or in the aggregate, a material adverse effect on the ability of Seller and its Subsidiaries to consummate the Transactions prior to the Outside Date. “Liabilities” means all debts, liabilities, guarantees, assurances, commitments and obligations of any kind, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising.

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