This excerpt taken from the VRSN 10-K filed Mar 16, 2005.
All expenses, costs, fees and charges in connection with the negotiation, execution or performance of this AGREEMENT, including, without limitations, legal and accounting fees,
shall be borne by the PARTY incurring the same. All fees charged by the competent competition authorities in connection with the merger control proceeding shall be equally borne by the PURCHASER and the SELLERS, provided, however that the SELLERS
share of the fees shall not exceed EUR 15,000. The PURCHASER or an affiliate within the meaning of Sections 15 et seq. of the German Stock Corporation Act shall bear the costs of Corporate Finance Partner, Bettinastraße 35-37, Frankfurt am
Main, and any other legal, accounting and consultancy fees incurred by the COMPANY in connection with the transactions contemplated by this AGREEMENT pursuant to the agreement attached as APPENDIX 20.1 for an amount of up to USD
2,000,000. Expenses, costs, fees and charges of the COMPANY in excess of such amount shall be exclusively born by the SELLERS. SELLERS represent that other than Deutsche Bank AG or one of its affiliates within the meaning of Sections 15 et seq. of
the German Stock Corporation Act, including Deutsche Bank Securities, Inc., whose expenses, costs, fees and charges shall be exclusively born by the SELLERS, no agent, broker, investment banker or other person is or will be entitled to a
brokers or finders fee or
commission or similar fee in connection with the transactions contemplated by this AGREEMENT. SELLERS agree to indemnify and hold PURCHASER harmless from and against any and all
claims, liabilities or obligations with respect to any other fees, commissions or expenses asserted by any person on the basis of any act or statement alleged to have been made by SELLERS.
Any modifications of and amendments to this AGREEMENT including any waiver of this form requirement must be in writing and signed to be binding to the PARTIES, unless any
stricter form requirements exist.
The respective rights and obligations of the PARTIES under this AGREEMENT shall not be assignable by a PARTY hereto without the prior written consent of the other PARTY.
This AGREEMENT including its appendices replaces any former stipulations between the PARTIES on the subject matter of this AGREEMENT.
The appendices to this AGREEMENT constitute an integral part of this AGREEMENT.
The failure of a PARTY at any time to require performance by another PARTY of any provision of this AGREEMENT shall in no way affect the right of such PARTY to require
performance of that provision and shall not be construed as a waiver to such provision. Any waiver by a PARTY of any breach of any provision of this AGREEMENT shall not be construed as a waiver of any continuing or succeeding breach of such
Terms in capital letters used herein shall have the meaning defined herein, be it by a definition set forth in brackets or by making reference to a schedule attached hereto
Should any provision of this AGREEMENT be or become partly or entirely invalid or unenforceable, this shall not affect the validity of the remaining provisions. The PARTIES
are obligated to replace the partly or entirely invalid or unenforceable provision by a valid or enforceable provision which comes as close as possible to the PARTIES original economic intent and purpose underlying the invalid or unenforceable
provision. The same applies if this AGREEMENT proves to be incomplete; in such event the PARTIES are obligated to agree to the inclusion of a provision which comes as close as possible to the PARTIES original economic intent and purpose
underlying the missing provision.