VeriSign (VRSN)

8.3 Indemnification by Parent and Purchaser.

(a) If the Closing occurs, Purchaser and Parent shall jointly and severally hold harmless and indemnify Seller, Seller’s current and future affiliates and the respective successors and assigns of such persons (the “Seller Indemnified Persons”) from and against, and shall compensate and reimburse the Seller Indemnified Persons for, any Damages that are actually suffered or incurred by any Seller Indemnified Person (regardless of whether or not such Damages relate to any third party claim) that arise from or as a result of, or are connected with,

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(i) any inaccuracy in or breach of any of the representations or warranties made by Purchaser and Parent in this Agreement;

(ii) any inaccuracy in or breach of any of the representations or warranties made by Purchaser and Parent in this Agreement as if such representation and warranty was made as of the Closing Date;

(iii) any breach of any covenant of Purchaser or Parent contained in this Agreement;

(iv) the failure by Purchaser to perform in all respects or to satisfy any Assumed Liabilities;

(v) any Liabilities directly related to the provision of the Business Offerings by Purchaser, in any case only to the extent that such Liabilities arise solely from actions taken by Purchaser in the provision of the Business Offerings after the Closing Date (it being understood that, for the avoidance of doubt, this clause shall not apply to any such Liabilities that relate to or result from the matters set forth on Schedule 8.3(a)(v)); or

(vi) any failure by Parent or Purchaser to reimburse Seller for amounts paid by Seller in connection with the matters identified or referred to in Schedule 8.2(a)(vii) that Parent and Purchaser are required to reimburse or pay pursuant to Schedule 8.2(a)(vii).

(b) Subject to Section 8.3(d), neither Purchaser nor Parent shall be required to make any indemnification payment pursuant to Section 8.3(a)(i) or Section 8.3(a)(ii) for any breach of the representations and warranties made by it in this Agreement until such time as the total amount of all Damages (including the Damages arising from such breach and all other Damages arising from any other breaches of any representations or warranties of Parent and Purchaser) that have been suffered or incurred by any one or more of the Seller Indemnified Persons, or to which any one or more of the Seller Indemnified Persons has or have otherwise become subject, exceeds the Threshold Amount. If the total amount of such Damages exceeds the Threshold Amount, then the Seller Indemnified Persons shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding the Threshold Amount.

(c) Subject to Section 8.3(d), in no event shall the maximum aggregate amount of Damages which the Seller Indemnified Persons shall be entitled to be indemnified against with respect to a breach of the representations and warranties of Parent and Purchaser contained in this Agreement exceed $55,500,000. In no event shall the maximum aggregate amount of Damages which the Seller Indemnified Persons shall be entitled to be indemnified against with respect to the matters referred to in Section 8.3(a)(iii) exceed the amount of the Consideration.

(d) The limitations that are set forth in Sections 8.3(b) and 8.3(c) shall not apply: (i) in the case of fraud or willful misconduct; or (ii) to the matters referred to in Section 8.3(a)(iv).