VeriSign (VRSN)

10.1 Further Actions.

(a) From and after the Closing Date, Seller shall reasonably cooperate (and shall cause its Subsidiaries to so cooperate) with Purchaser and Purchaser’s Representatives, and shall cause to be executed and delivered such documents and cause such other actions to be taken as Purchaser may reasonably request, for the purpose of evidencing the Transactions and putting Purchaser in possession and control of all of the Transferred Assets. To the extent that the parties hereto have been unable to obtain any Consent that is necessary to be obtained for the transfer to Purchaser of any of the Transferred Assets by the Closing Date: (i) such Transferred Asset (a “Specified Asset”) shall not be assigned or transferred to Purchaser until such time as such Consent is obtained; and (ii) Seller shall use its commercially reasonable efforts to obtain such Consent as promptly as practicable thereafter. Until such Consent is obtained, Seller shall cooperate (and shall cause its Subsidiaries to cooperate), and shall use its commercially reasonable efforts to cause its (and its Subsidiaries’) Representatives to cooperate, with Purchaser in any lawful arrangement designed to provide Purchaser with the benefits of such Specified Assets at no cost to Purchaser in excess of the cost Purchaser would have incurred (without modification to the terms of any Contract) if the Consent had been obtained. If a required Consent with respect to a Specified Asset is obtained after the Closing Date, the Specified Asset subject to such Consent shall be deemed to have been assigned and transferred to Purchaser as of the date such Consent is effective.

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(b) After the Closing, if Seller or any Subsidiary of Seller receives any payment, refund or other amount that is a Transferred Asset or is otherwise properly due and owing to Purchaser, Seller shall promptly remit or shall cause to be remitted, such amount to Purchaser. After the Closing, if Purchaser or Parent or any affiliate thereof receives any amount in respect of an Excluded Asset or is otherwise properly due and owing to Seller, Purchaser, Parent or such affiliate shall promptly remit or shall cause to be remitted, such amount to Seller.