VeriSign (VRSN)

8.2 Indemnification by Seller.

(a) If the Closing occurs, Seller shall hold harmless and indemnify each of the Purchaser Indemnified Persons from and against, and shall compensate and reimburse each of the Purchaser Indemnified Persons for, any Damages that are suffered or incurred by any of the Purchaser Indemnified Persons or to which any of the Purchaser Indemnified Persons otherwise becomes subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise from or as a result of, or are connected with:

(i) any inaccuracy in or breach of any of the representations or warranties made by Seller in this Agreement as of the date of this Agreement;

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

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(iii) any breach of any covenant or obligation of Seller contained in this Agreement;

(iv) any Liability of Seller or any Subsidiary of Seller (and any Claim against any Purchaser Indemnified Person relating to any such Liability or any Liability of Seller or any Subsidiary of Seller otherwise relating to any circumstance, condition or event that existed or occurred prior to the Closing with respect to the Business), other than the Assumed Liabilities and any matters referred to in clause “(viii)” of this sentence;

(v) any Liability to which Purchaser or any of the other Purchaser Indemnified Persons may become subject and that arises from or relates to any failure of Seller or any Subsidiary of Seller to comply with any bulk transfer law or similar Legal Requirement in connection with any of the Transactions;

(vi) any Liability to which Purchaser or any of the other Purchaser Indemnified Persons may become subject and that arises from or relates to any provision of any of the Seller Contracts set forth on Schedule 8.2(a)(vi) that is inconsistent with the terms of the corresponding Standard Form Agreement (other than inconsistencies that are immaterial in all respects) (it being understood that all disclosures in the Disclosure Schedule regarding such Seller Contracts shall be disregarded for purposes of this Section 8.2(a)(vi));

(vii) any matter identified or referred to in Schedule 8.2(a)(vii), subject to the limitations set forth in Schedule 8.2(a)(vii); or