This excerpt taken from the VRSN 10-K filed Mar 16, 2005.
CLOSING ACCOUNTS
3A.1
SELLERS shall instruct the management of the COMPANY to prepare consolidated accounts of the COMPANY and its subsidiaries (the “CLOSING ACCOUNTS”) consisting of a
balance sheet (Bilanz) (the “CLOSING BALANCE SHEET”) as of the CLOSING DATE. However, if the assignment of the SHARES according to Section 2.2 becomes effective within five days before or following the lapse of a calendar
month (Monatsende) (“CLOSING ACCOUNT MONTH END”) then the CLOSING ACCOUNTS shall be prepared at per the CLOSING ACCOUNT MONTH END.
3A.2
The CLOSING ACCOUNTS shall be prepared by the management of the COMPANY in accordance with IAS observing evaluation and accounting consistency with the INTERIM ACCOUNTS; provided,
however, that in preparing the CLOSING ACCOUNTS bonuses in the aggregate amount of USD 1,708,309 paid with respect to the period prior to the CLOSING DATE shall be added back to the assets of the COMPANY. SELLERS shall further instruct the
management of the COMPANY
to deliver the CLOSING ACCOUNTS within 25 business days following the date as of which the CLOSING ACCOUNTS are prepared to the PURCHASER and an auditor designated before by the
PURCHASER in writing (the “PURCHASER’s AUDITOR”) as well as to SELLERS. PURCHASER’s AUDITOR and SELLERS shall receive all necessary assistance and are be given access to personnel and all relevant documentation of the
COMPANY for the purpose of reviewing the CLOSING ACCOUNTS.
3A.3
The calculation of the CLOSING EQUITY will finally and with binding effect be based on the CLOSING ACCOUNTS to the extent that neither SELLERS, nor PURCHASER within 45 days after
delivery of the CLOSING ACCOUNTS to SELLERS and PURCHASER, provides the respective other party with a written report asserting that the CLOSING ACCOUNTS do not meet the provisions of this AGREEMENT by way of stating specific objections to
that effect and presenting revised CLOSING ACCOUNTS (the “REVISED CLOSING ACCOUNTS”).
3A.4
If and to the extent the SELLERS and the PURCHASER do not, within 30 days after delivery of the REVISED CLOSING ACCOUNTS, reach AGREEMENT on final and binding CLOSING
ACCOUNTS, then each, SELLERS and PURCHASER, shall be entitled to present the matter to the Institut der Wirtschaftsprüfer, Düsseldorf, which shall appoint an audit company that acts as a neutral audit company (herein “NEUTRAL
AUDITOR”). The NEUTRAL AUDITOR shall, within 45 days thereafter, determine the disputed issues, taking into consideration the provisions and principles in this Section 3 A, unless PURCHASER and SELLERS jointly provide the Neutral Auditor
with written instructions to act otherwise. The Neutral Auditor shall keep within the range of the values allocated to the disputed issues by the parties. The Neutral Auditor’s decision with regard to the form and content of the CLOSING
ACCOUNTS shall form the final and binding basis for the calculation of the CLOSING EQUITY. The Neutral Auditor shall act as expert and not as arbitrators.
3A.5
The relevant party shall bear the costs for the preparation of REVISED CLOSING ACCOUNTS. The costs for the Neutral Auditor shall be borne by SELLERS and PURCHASER according to
Section 91 et seq. German Civil Procedure Code (ZPO) according to the proportion of their loss (unterliegen). The Neutral Auditor shall also decide on the (proportionate) costs.
