VRSN » Topics » (viii) any matter identified or referred to in Schedule 8.2(a)(viii) .

This excerpt taken from the VRSN 8-K filed Nov 23, 2005.

(viii) any matter identified or referred to in Schedule 8.2(a)(viii).

 

(b) Subject to Section 8.2(d), Seller shall not be required to make any indemnification payment pursuant to Section 8.2(a)(i), Section 8.2(a)(ii), Section 8.2(a)(vi) or Section 8.2(a)(viii) until such time as the total amount of all Damages that have been suffered or incurred by any one or more of the Purchaser Indemnified Persons, or to which any one or more of the Purchaser Indemnified Persons has or have otherwise become subject, exceeds $2,250,000 (the “Threshold Amount”). If the total amount of such Damages exceeds the Threshold Amount, then the Purchaser 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) In no event shall the maximum aggregate amount of Damages which the Purchaser Indemnified Persons shall be entitled to be indemnified against with respect to the matters referred to in Sections 8.2(a)(i), 8.2(a)(ii), 8.2(a)(v), 8.2(a)(vi), 8.2(a)(vii) and 8.2(a)(viii) exceed $55,500,000. In no event shall the maximum aggregate amount of Damages which the Purchaser Indemnified Persons shall be entitled to be indemnified against with respect to the matters referred to in Section 8.2(a)(iii) exceed the amount of the Consideration.

 

(d) The limitations that are set forth in Sections 8.2(b) shall not apply: (i) in the case of fraud or willful misconduct; (ii) to the matters referred to in Section 8.2(a)(iii) or Section 8.2(a)(iv). The limitations that are set forth in Section 8.2(c) shall not apply: (i) in the case of fraud or willful misconduct; or (ii) to the matters referred to in Section 8.2(a)(iv).

 

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