VeriSign (VRSN)

8.1 Survival of Representations, Etc.

(a) Subject to Section 8.1(d), (i) the representations and warranties of Seller (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in Seller Closing Certificate), and any claim for a breach of a covenant or obligation required to be performed by Seller prior to the Closing, shall survive the Closing and shall expire on the second anniversary of the Closing Date, and (ii) each covenant and obligation required to be performed after the Closing by Seller shall survive the Closing and, if such covenant or obligation has an express termination date, shall expire on such termination date; provided, however, that if a Claim Notice (as defined in Schedule 10.9(c)) with respect to a particular representation, warranty or breach of a covenant or obligation of or by Seller is given to Seller on or prior to the applicable expiration date, then, notwithstanding anything to the contrary contained in this Section 8.1(a), such representation, warranty or claim for breach shall not so expire with respect to the claim or claims described in such Claim Notice, but rather shall remain in full force and effect with respect to such claim or claims until such time as such claim or claims (including any indemnification claim asserted by any Purchaser Indemnified Person under Section 8.2) have been fully and finally resolved. The representations and warranties set forth in Section 3, and any claim for a breach of a covenant or obligation required to be performed by Purchaser prior to the Closing, shall expire on the second anniversary of the Closing Date, and each covenant and obligation required to be performed after the Closing by Purchaser shall survive the Closing and, if such covenant or obligation has an express termination date, shall expire on such termination date; provided, however, that if a Claim Notice with respect to a particular representation or warranty or breach of a covenant or obligation of Purchaser or Parent is given to Purchaser or Parent on or prior to the applicable expiration date, then, notwithstanding anything to the contrary contained in this Section 8.1(a), such representation, warranty or claim for breach shall not so expire with respect to the claim or claims described in such Claim Notice, but rather shall remain in full force and effect with respect to such claim or claims until such time as such claim or claims (including any indemnification claim asserted by any Seller Indemnified Person under Section 8.3) have been fully and finally resolved.

(b) The representations, warranties, covenants and obligations of Seller, and the rights and remedies that may be exercised by the Purchaser Indemnified Persons, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Purchaser Indemnified Persons or any of their Representatives, except as set forth in the Disclosure Schedule. The representations, warranties, covenants and obligations of Purchaser and Parent, and the rights and remedies that may be exercised by the Seller Indemnified Persons, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Seller Indemnified Persons or any of their Representatives.

(c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule shall be deemed to be a representation and warranty made by Seller in this Agreement.

(d) Nothing contained in this Section 8.1 or elsewhere in this Agreement shall limit any rights or remedy of any Purchaser Indemnified Person or any Seller Indemnified Person for claims based on fraud or willful misconduct.