VeriSign (VRSN)

2.11 Tax Matters.

(a) (i) All of the material Tax Returns required to be filed by Seller with any Governmental Body with respect to any taxable period ending on or before the Closing Date that relate in whole or in part to the Business or the Transferred Assets have been filed or will be filed on or before the applicable due date (including any extensions of such due date) and all such Tax Returns has been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements, (ii) all material Taxes required to be paid by Seller that relate in whole or in part to the Business or the Transferred Assets have been paid or will be paid on or before the Closing Date, (iii) all material Taxes required to be withheld by Seller in connection with amounts paid or owing to any Business Employee have been duly and timely withheld, and such withheld Taxes have been either duly and timely paid to the proper Governmental Body or properly set aside in accounts for such purpose and will be duly and timely paid to the proper Governmental Body, (iv) no statute of limitations has been extended or waived by any Tax authority with respect to any Taxes or Tax Returns referred to in clauses “(i)” through “(iii)”, and (v) there are no outstanding Tax liens that have been filed by any Tax authority against any of the Transferred Assets and no claims are being asserted with respect to any Taxes related to any of the Transferred Assets.

(b) There is no dispute or claim concerning any liability for Taxes of Seller relating to the Business or Transferred Assets claimed or raised by any Governmental Body in writing and no such claim would reasonably be expected to be asserted against Purchaser. Since January 1, 2003, neither Seller nor any Subsidiary of Seller has received any written notice or, to the Knowledge of Seller, any other communication, relating to any actual or alleged requirement to file Tax Returns relating to the Business in any jurisdiction in which Seller does not file Tax Returns relating to the Business.

(c) None of the Seller Contracts included in the Transferred Assets will, or would reasonably be expected to, give rise directly or indirectly to payment of any amount that would not be deductible pursuant to Sections 162(m), 280G or 404 of the Code.

(d) Notwithstanding the foregoing, the representations in Section 2.11(a) and the first sentence of Section 2.11(b) shall apply only to the extent that: (i) a lien, claim or Encumbrance can be placed upon any of the Transferred Assets with respect to Taxes; or (ii) Purchaser or any of its affiliates can be made directly or indirectly liable with respect to Taxes.

2.12 Authority; Binding Nature of Agreements. Seller and each of its Subsidiaries has the corporate right, power and authority to enter into and to perform its obligations under each of the Transactional Agreements to which it is or may become a party; and the execution, delivery and performance by Seller and each of its Subsidiaries of the Transactional Agreements to which it is or may become a party have been duly authorized by all necessary corporate action on the part of Seller (or such Subsidiary) and its board of directors. Seller is not required to obtain the approval of its stockholders in connection with the execution, delivery and performance of any of the Transactional Agreements. Assuming the due authorization, execution and delivery by Purchaser and Parent, this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Upon the execution by Seller or any of its Subsidiaries of each other Transactional Agreement to which Seller or any of its Subsidiaries is a party, such Transactional Agreement will constitute a legal, valid and binding obligation of Seller or such Subsidiary, as the case may be, and will be enforceable against Seller or such Subsidiary, as the case may be, in accordance with their respective terms, subject to: (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.

2.13 Non-Contravention; Consents. Assuming compliance with the HSR Act and any applicable foreign Antitrust Laws (as defined in Section 4.3(a)), neither the execution and delivery by Seller or any of its Subsidiaries of any of the Transactional Agreements, nor the consummation by Seller or any of its Subsidiaries of any of the Transactions, nor the transfer of any data from Seller or any Subsidiary of Seller to Purchaser of any affiliate of Purchaser pursuant to the terms of this Agreement, will (with or without notice or lapse of time):

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(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the certificate of incorporation, bylaws or similar documents of Seller or any of its Subsidiaries; or (ii) any resolution adopted by the stockholders, board of directors or any committee of the board of directors of Seller or any of its Subsidiaries;

(b) contravene, conflict with or result in a violation of any Legal Requirement in any material respect or any Order to which Seller or any of its Subsidiaries, or any of the Transferred Assets, is subject;

(c) result in the imposition or creation of any Encumbrance upon or with respect to any Transferred Asset; or

(d) contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Contract to which Seller or any of its Subsidiaries is a party or by which Seller or any of its Subsidiaries, or any of the Transferred Assets, are bound.

Except as set forth in Part 2.13 of the Disclosure Schedule and for any filing under any Antitrust Law, neither Seller nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery by Seller or any of its Subsidiaries of any of the Transactional Agreements or the consummation or performance by Seller or any of its Subsidiaries of any of the Transactions.

2.14 Sufficiency of Transferred Assets. Except as set forth in Part 2.14 of the Disclosure Schedule, the Transferred Assets collectively constitute, and will collectively constitute as of the Closing Date, all of the properties, rights, interests and other tangible and intangible assets necessary for the conduct of, or that are primarily used in or held for use for, the Business as the Business is currently being conducted and is currently proposed to be conducted by Seller (or any Subsidiary of Seller).