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VRSN » Topics » CONFIDENTIALITY, RESTRICTION OF ANNOUNCEMENT

This excerpt taken from the VRSN 10-K filed Mar 16, 2005.

CONFIDENTIALITY, RESTRICTION OF ANNOUNCEMENT

 

13.1 The PURCHASER and the SELLERS agree that all financial or other information of the PURCHASER, the COMPANY or the SELLERS of a confidential or proprietary nature, disclosed to PURCHASER or SELLERS at any time in connection with the negotiation, execution and the performance of this AGREEMENT shall be kept confidential by the PURCHASER and the SELLERS and shall not be disclosed to any person (other than to their agents or employees) or used by the PURCHASER or the SELLERS except (a) with the prior written consent of the PURCHASER or the SELLERS or, (b) if required by applicable law or, (c) if such information has been acquired or obtained by the PURCHASER or the SELLERS other than through disclosure by SELLERS or PURCHASER in connection with the transaction contemplated by this AGREEMENT or (d) if such information is or becomes generally available to the public other than as a result of a violation of this provision.

 

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13.2 The SELLERS shall keep all information they have about the COMPANY and the COMPANY’s business operation confidential and shall not use the information for their own or third parties purposes.

 

13.3 The PARTIES agree to consult with each other, and, in case of the SELLERS, obtain the consent of the PURCHASER (which consent may be withheld for any reason) before issuing any press release or making any public statement with respect to this AGREEMENT or the transactions contemplated hereby and, except for any press releases and public announcements the making of which may be required by applicable law or any listing agreement with any national securities exchange, will not issue any such press release or make any such public statement prior to such consultation. After the initial announcement by the PURCHASER of the transaction described herein, Summit Holding GmbH may make one or more announcements with respect to the transaction contemplated herein with the consent of VERISIGN.

 

13.4 For each violation of the terms under this Section 13 the violating PARTY shall be obligated to pay an amount of EUR 50,000 to the respective other PARTY. A violation does not require any fault, whether negligent or intentional, of the violating PARTY. Each week of a violation shall be deemed as a separate violation within the meaning of sentence 1. The right of the respective other PARTY for damages or injunctive relief shall remain unaffected. Contractual penalties paid according to Section 13.4 sentence 1 shall be credited towards a claim for damages.

 

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