This excerpt taken from the VRSN 10-K filed Mar 16, 2005.
RESCISSION
15.1
The PURCHASER shall have the right to rescind (zurücktreten) the AGREEMENT by written notice, if the conditions precedent set forth in Section 2.2.2, 2.2.4 to 2.2.13,
inclusive, hereof, and SELLERS shall have the right to rescind the AGREEMENT by written notice, if the conditions precedent set forth in Section 2.2.4 and 2.2.9 hereof, have not been fulfilled by June 15, 2004, it being understood that the PARTIES
may agree on an extension of this period in writing. In addition, the SELLERS and the PURCHASER may rescind the AGREEMENT if the condition precedent set forth in Section 2.2.3 has not been fulfilled by June 30, 2004, unless the competent competition
authorities are still reviewing the transaction contemplated herein, in which case the aforementioned date shall extend to September 30, 2004. The right to terminate this AGREEMENT pursuant to the preceding sentence will not be available to any
party whose failure to fulfill any obligation under this AGREEMENT has been a significant cause of, or resulted in, the failure of the respective condition precedent to be satisfied.
In case the PURCHASER or the SELLERS rescind the AGREEMENT, they shall notify each other of the rescission in writing. If a rescission of the AGREEMENT is permitted under this
Section 15.1, such rescission shall be without liability of any PARTY of the AGREEMENT, provided that, if such rescission shall result from the negligent or intentional failure of either the PURCHASER or the SELLERS to fulfill a condition precedent,
the PURCHASER or the SELLERS, as the case may be,
shall be fully liable for any and all damages incurred or suffered by the SELLERS or the PURCHASER as a result of such failure. If the AGREEMENT is rescinded, the provisions in the
AGREEMENT shall become null and void with the exception of the terms set out in this Section 15.1, Sections 13, 17, 18 and 20.1 sentence 1.
15.2
The PURCHASER shall have the right to rescind the AGREEMENT prior to the fulfillment of the CLOSING MEASURES by written notice at any time if and when the PURCHASER becomes aware
that (i) a MATERIAL ADVERSE CHANGE has occurred or (ii) there has been a material breach of any of the SELLERS’s covenants above or (iii) there has been a material breach of a representation and warranty under Section 5 or (iv) if the
consummation of the transactions contemplated by the AGREEMENT would violate any nonappealable final order, decree or judgment of any government entity having competent jurisdiction. If a rescission of the AGREEMENT is permitted under this Section
15.2, the SELLERS shall be liable for any and all damages incurred or suffered by the PURCHASER as a result of negligent or intentional misconduct of the SELLERS or the SAMWER BROTHERS. If the PURCHASER rescinds the AGREEMENT, the AGREEMENT shall
become null and void with the exception of the terms set out in this Section 15.2, Sections 13, 17, 18 and 20.1 sentence 1.
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