This excerpt taken from the VRSN 8-K filed Nov 23, 2005.
1.5 Assumption of Liabilities.
(a) Except as set forth in Section 1.5(b), neither Purchaser nor any affiliate of Purchaser shall assume any Liabilities of Seller or any Subsidiary of Seller (whether or not related to the Business or the Transferred Assets), including, but not limited to: (i) any Tax Liabilities of Seller or any Subsidiary of Seller; (ii) any Liabilities of Seller or any Subsidiary of Seller relating to accounts payable, accrued liabilities, indebtedness, legal services, accounting services, financial advisory services, investment banking services or other professional services performed in connection with the sale of the Transferred Assets; (iii) any wages or salaries or other Liabilities relating to any employee of Seller or any Subsidiary of Seller, including the Retained Employment Liabilities (as defined in Section 9.1(c)) but excluding any Post-Hiring Date Employment Liabilities; (iv) any Liability of Seller or any Subsidiary of Seller under the Shared Seller Contracts; and (v) any other Liabilities of Seller or any Subsidiary of Seller.
(b) Notwithstanding Section 1.5(a), Purchaser and/or (at Purchasers discretion) an affiliate of Purchaser shall assume the following obligations and liabilities (the Assumed Liabilities): (i) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under the Standard Merchant Agreements and the Other Business Contracts; (ii) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under the Shared Seller Contracts to the extent that such obligations relate to the Business Offerings only; (iii) if and only if the Seller Contract identified in item #1 on Schedule 4.10 has been amended as set forth on Schedule 4.10 prior to the Closing, the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under the Australian Contracts, to the extent that such obligations relate to the Business Offerings only; (iv) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under any other Seller Contracts relating to the Business entered into during the Pre-Closing Period in full compliance with Sections 4.2(d), 4.2(e)(i) and 4.2(e)(ii); and (v) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under any other Seller Contracts relating to the Business that are entered into during the Pre-Closing Period to the extent that Purchaser notifies Seller at any time (either before or after the Closing) that such Seller Contracts are Transferred Assets, but in any case (under clauses (i), (ii), (iii), (iv) and (v) of this sentence) only to the extent that such obligations: (A) arise after the Closing Date; (B) do not arise from or relate to any breach by Seller or any Subsidiary of Seller of any provision of any of such Contracts; (C) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such Contracts; and (D) are ascertainable (in nature and amount) solely by reference to the express terms of such Contracts; provided, however, that Purchaser shall not assume any obligations or have any rights under any Seller Contract that is a Specified Asset (as defined in Section 10.1(a)) until such time as such Seller Contract is deemed to have been assigned and transferred to Purchaser in accordance with Section 10.1(a).
1.6 Sales Taxes. Seller shall bear and pay (or cause one or more of its Subsidiaries to bear and pay) any sales taxes, value added taxes, use taxes, transfer taxes, documentary charges or similar taxes, charges or fees (collectively, Transfer Fees) that may become payable in connection with the sale of the Transferred Assets to Purchasers; provided, however, that in the event that any portion of the Consideration allocated to the Transferred Fixed Assets on the Consideration Allocation Schedule (as defined in Section 1.7) exceeds the aggregate book value of the Transferred Fixed Assets carried by Seller on its books as of the date of this Agreement, then Purchaser shall bear and pay any Transfer Fees that become payable on the portion of such allocated Consideration that exceeds the
aggregate book value of such Transferred Fixed Assets. Notwithstanding anything to the contrary contained in this Agreement, any Transfer Fees resulting from Sellers failure to deliver any Transferred IP to Purchasers by electronic transmission in accordance with Section 1.3(a) shall be borne and paid entirely by Seller, unless Purchaser requests in writing that Seller deliver such Transferred IP to Purchaser in the form of tangible personal property as a result of Purchasers inability to receive, download or accept electronic delivery of such Transferred IP by Seller. Upon request by Purchaser, Seller shall provide to Purchaser a receipt for any amounts paid by Purchaser pursuant to this Section 1.6.
1.7 Allocation. The Consideration shall be allocated among the Transferred Assets in accordance with a schedule to be prepared in accordance with the valuation assigned to the Transferred Assets by a nationally recognized, independent, third-party valuation firm selected by Purchaser within 60 days following the Closing Date (the Consideration Allocation Schedule) (it being understood that the Consideration Allocation Schedule shall be prepared in compliance with Section 1060 of the Internal Revenue Code of 1986, as amended (the Code) and the regulations promulgated thereunder), and neither Purchaser, Parent nor Seller shall file (and shall not permit any of their Subsidiaries or affiliates to file) any Tax Return or other document with, or make any statement or declaration to, any Governmental Body that is inconsistent with the allocation set forth on the Consideration Allocation Schedule. To the extent that Purchasers plan to use any of the Transferred Assets outside of the United States, Purchaser may identify such Transferred Assets (the non-US Transferred Assets) at or prior to the Closing and allocate a portion of the Consideration to such non-US assets to be paid by any affiliate of Purchaser identified by Purchaser. For this purpose, a preliminary allocation of the Consideration between the US Transferred Assets and the non-US Transferred Assets will be provided by Purchaser to Seller at or prior to the Closing, subject to adjustment as set forth in the Consideration Allocation Schedule.
1.8 Closing. Subject to the satisfaction or waiver of the conditions set forth in Sections 5 and 6, the closing of the sale of the Transferred Assets pursuant to this Agreement (the Closing) shall take place at the offices of Cooley Godward LLP in Palo Alto, California, at a time and date (no later than the fifth business day after the satisfaction or waiver of the last of the conditions set forth in Sections 5 and 6 to be satisfied, other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions) to be agreed upon by Purchaser and Seller. For purposes of this Agreement, Closing Date shall mean the date on which the Closing actually takes place.