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VRSN » Topics » NOTICES, SELLERS REPRESENTATIVE

This excerpt taken from the VRSN 10-K filed Mar 16, 2005.

NOTICES, SELLERS REPRESENTATIVE

 

19.1 All notices, requests and other communications to the PURCHASER and SELLERS (duly represented by the SELLERS REPRESENTATIVE) shall be in writing (including facsimile transmission). Any notice, requests and other communications hereunder shall be deemed duly delivered three business days after being sent by registered or certified mail, return receipt requested, postage prepaid, or two business days after it is sent via a reputable nationwide overnight courier service or upon receipt if sent via facsimile (with acknowledgement of complete transmission) with a confirmation copy by registered or certified mail, in each case to the intended recipient as set forth below (PURCHASER and SELLERS REPRESENTATIVE being entitled to change their addresses at any time, such change to become effective upon receipt of the relevant notice by to the other):

 

   If to PURCHASER, to:

 

   Attention: Marcus Ross

 

   Tempelhofer Ufer 37, 10963 Berlin
   Fax: +49 (0)30-269-32-100

 

   with a copy to:

 

   VeriSign, Inc.
   487 E. Middlefield Road
   Mountain View, CA 94043, U.S.A.
   Attention:        General Counsel
   Fax: + 1 650 426 5113

 

   If to SELLERS REPRESENTATIVE, to:

 

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   Attention:        Scott Collins

 

   Summit Holding GmbH
   c/o Summit Partners Limited
   8 Clifford Street
   London, W1S2LQ
   Fax: 011-44-207-851-6172

 

   with a copy to:

 

   Attention:        James Westra

 

   Weil, Gotshal & Manges LLP
   100 Federal Street, 34th Floor
   Boston, Massachusetts 02110
   Fax: (617) 772-8333

 

19.2 Summit Holding GmbH shall be hereby constituted and appointed as agent (the “SELLERS REPRESENTATIVE”) for and on behalf of the SELLERS to give and receive notices and communications, to authorize delivery to the PURCHASER of property from the ESCROW FUND in satisfaction of claims by the PURCHASER, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the SELLERS REPRESENTATIVE for the accomplishment of the foregoing. Notices or communications to or from the SELLERS REPRESENTATIVE shall constitute notice to or from each of the SELLERS.

 

  19.2.1 The SELLERS REPRESENTATIVE shall not be liable for any act done or omitted hereunder as SELLERS REPRESENTATIVE while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The SELLERS shall severally indemnify the SELLERS REPRESENTATIVE and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the SELLERS REPRESENTATIVE and arising out of or in connection with the acceptance or administration of his duties hereunder.

 

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  19.2.2 The SELLERS REPRESENTATIVE will not be entitled to receive any compensation from the PURCHASER or VERISIGN in connection with this AGREEMENT. Any fees and expenses incurred by SELLERS REPRESENTATIVE in connection with actions taken pursuant to the terms of the ESCROW AGREEMENT will be paid by the SELLERS to the SELLERS REPRESENTATIVE.

 

  19.2.3 A decision, act, consent or instruction of the SELLERS REPRESENTATIVE shall constitute a decision of all SELLERS and shall be final, binding and conclusive upon each of the SELLERS, and the ESCROW AGENT and PURCHASER may rely upon any decision, act, consent or instruction of the SELLERS REPRESENTATIVE as being the decision, act, consent or instruction of each of the SELLERS. The ESCROW AGENT and the PURCHASER are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the SELLERS REPRESENTATIVE.

 

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