VeriSign (VRSN)

10.4 Fees and Expenses.

(a) Subject to the provisions of Section 8 (including the indemnification and other obligations of Purchaser thereunder) Seller shall bear and pay all fees, costs and expenses that have been incurred or that are in the future incurred by Seller or any of its Subsidiaries or by any Representatives of Seller or any of its Subsidiaries in connection with: (i) the negotiation, preparation and review of any term sheet or similar document relating to any of the Transactions; (ii) the negotiation, preparation and review of this Agreement (including the Disclosure Schedule), the other Transactional Agreements and all bills of sale, assignments, certificates, opinions and other instruments and documents delivered or to be delivered in connection with the Transactions; (iii) the preparation and submission of any filing or notice required to be made or given in connection with any of the Transactions, and the obtaining of any Consent required to be obtained by Seller or any of Seller’s Subsidiaries in connection with any of the Transactions; and (iv) the consummation and performance of the Transactions.

(b) Subject to the provisions of Section 8 (including the indemnification and other obligations of Seller thereunder), Parent or Purchaser shall bear and pay all fees, costs and expenses that have been incurred or that are in the future incurred by Parent, Purchaser, any Subsidiary of Parent or Purchaser or any Representative of Parent or Purchaser in connection with: (i) the negotiation, preparation and review of any term sheet or similar document relating to any of the Transactions; (ii) the negotiation, preparation and review of this Agreement, the other Transactional Agreements and all bills of sale, assignments, certificates, opinions and other instruments and documents delivered or to be delivered in connection with the Transactions; (iii) the preparation and submission of any filing or notice required to be made or given in connection with any of the Transactions, and the obtaining of any Consent required to be obtained by Purchaser, Parent or any of their respective Subsidiaries in connection with any of the Transactions; and (iv) the consummation and performance of the Transactions.

(c) Notwithstanding anything to the contrary contained in Section 10.4(a). Section 10.4(b) or elsewhere in this Agreement, and regardless of whether or not the Closing takes place, Seller and Purchaser shall each bear and pay 50% of the amount of any filing fee payable under the HSR Act in connection with the Transactions.

10.5 Attorneys’ Fees. Except as expressly set forth in any Transactional Agreement as it relates to such Transactional Agreement, or in Schedule 10.9(c) as it relates to any Arbitrable Claim, if any Proceeding relating to any of the Transactional Agreements or the enforcement of any provision of any of the Transactional Agreements is brought against any party to this Agreement, the prevailing party (as determined by the judge or arbitrator of such Proceeding) shall be entitled to recover reasonable attorneys’ fees, costs and disbursements incurred in such Proceeding (in addition to any other relief to which the prevailing party may be entitled).

10.6 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made as follows: (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt; (b) if sent designated for overnight delivery by nationally recognized overnight air courier (such as DHL or Federal Express), three business days after delivery to such courier; (c) if sent by facsimile transmission before 5:00 p.m. in California, when transmitted and receipt is confirmed; (d) if sent by facsimile transmission after 5:00 p.m. in California and receipt is confirmed, on the following business day; and (e) if otherwise actually personally delivered, when delivered, provided that such notices, requests, demands and other communications are delivered to the address set forth below, or to such other address as any party shall provide by like notice to the other parties to this Agreement:

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10.7 Headings. The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

10.8 Counterparts and Exchanges by Electronic Transmission or Facsimile. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission or facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement.