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VRSN » Topics » REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE GUARANTOR

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

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE GUARANTOR

 

4.1 Each of the PURCHASER and the GUARANTOR represents and warrants in the form of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Sec. 311 para. 1 German Civil Code (BGB) that the following statements are true and accurate as of the SIGNING DATE and the CLOSING DATE:

 

  4.1.1 Each of the PURCHASER and the GUARANTOR have all necessary authority, including any required board approvals, to enter into and to perform this AGREEMENT. The execution and performance of this AGREEMENT will neither violate any legal duty nor breach any contractual obligation binding any of the PURCHASER and the GUARANTOR. The PURCHASER can freely acquire the SHARES sold and assigned pursuant to AGREEMENT and the purchase and acquisition does not require the approval of any third party with the exception of the clearance in Sec. 2.2.3.

 

  4.1.2 The PURCHASER is a limited liability company (GmbH) duly incorporated and existing under the laws of Federal Republic of Germany and an affiliate of VERISIGN within the meaning of Section 15 et seq. of the German Stock Corporation Act (AktG).

 

  4.1.3 The GUARANTOR is a Delaware incorporation duly incorporated and existing under the laws of Delaware, United States of America.

 

4.2 Section 442 German Civil Code (BGB) and Sections 377, 378 German Commercial Code (HGB) shall not apply.

 

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