Common use of Assumption of Assumed Liabilities; Retention of Retained Liabilities Clause in Contracts

Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) As of 12:01 a.m. on the Closing Date, Purchaser shall (or shall cause one or more of its wholly owned Subsidiaries designated by Purchaser not less than 5 Business Days prior to the Closing Date to) assume and become obligated to pay, perform and discharge when due, the following Liabilities, whether accrued or arising before, on or after the Closing Date (such Liabilities, the “Assumed Liabilities”): (i) all Liabilities relating to the Assets or the Business to the extent arising from or relating to any event, circumstance or condition occurring on or after the Closing Date; (ii) all Liabilities under the Assumed Contracts and the Shared Contracts, excluding any liability or obligation relating to or arising out of such Assumed Contracts or Shared Contracts, as applicable, as a result of (A) any breach of such Assumed Contracts or Shared Contracts occurring prior to the Closing Date, or (B) any violation of law, breach of warranty, tort or infringement occurring prior to the Closing Date; (iii) all accounts payable and accrued expenses of the Business not related to an Assumed Contract or a Shared Contract, to the extent reflected on the Closing Statement; (iv) all Liabilities relating to Transferred Employees that are to be assumed by Purchaser pursuant to Article VI; (v) all product liability, professional liability or any other claims arising out of the sale and/or use of products or services sold following the Closing in connection with the Business (regardless of when manufactured or provided); (vi) subject to Section 6.01(e), (x) all amounts that become payable pursuant to and in accordance with each Change of Control Agreement and (y) bonus payments to the Transferred Employees identified on Section 2.02(a)(vi) of the Seller Disclosure Schedule to the extent such bonus payments become payable to such Transferred Employees following the Closing under the terms of the VeriSign Performance Plan; and (vii) all Liabilities identified in Section 2.02(a)(vii) of the Seller Disclosure Schedule. (b) Seller or the relevant Subsidiary shall retain, and shall be fully responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, any Liabilities of Seller and its Subsidiaries other than the Assumed Liabilities (the “Retained Liabilities”), including the following: (i) any Liability arising out of or relating to the Excluded Assets; (ii) any of Seller’s Liabilities for expenses and fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’, accountants and brokerage fees, but not including any transfer Taxes, which shall be governed by Section 7.01); (iii) any Liability related to any Employee (including, but not limited to, any retention, stay bonus or similar agreements entered into prior to the Closing Date in connection with or related to the transactions contemplated hereby), except to the extent such liability relates to a Transferred Employee and is expressly assumed by the Purchaser pursuant to Article VI; (iv) any obligation or liability under any intercompany accounts payable to or intercompany obligations among the Seller and its Affiliates, including those relating to the Business, except as provided in the Ancillary Agreements; (v) any obligation or liability for any Taxes related to the Business or the Assets for periods (or portions thereof) ending before the Closing Date (which, in the case of a Straddle Period, shall be allocated in accordance with Section 7.03); (vi) any Liability in respect of indebtedness of the Seller, except for trade debt relating to Assumed Contracts; (vii) Liabilities with respect to being a member or part of Seller’s control group or affiliated group, or by virtue of being owned or controlled by Seller, under ERISA, or with respect to discrimination, wrongful termination or other employee claims, the underlying facts of which relate primarily to the pre-Closing period; (viii) any of Seller’s liabilities or obligations which Purchaser may become liable for as a result of or in connection with the failure by Purchaser or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability, to the extent that any such noncompliance results in Purchaser assuming any Liability not set forth in Section 2.02(a); and (ix) any of Seller’s Liabilities not otherwise referred to in this Section 2.02(b) relating to any legal action, proceeding, claim or investigation arising out of or in connection with Seller’s or any of its Subsidiary’s conduct of the Business prior to the Closing Date, any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or advisors in each case other than Assumed Liabilities.

Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) As of 12:01 a.m. on At the Closing DateClosing, Purchaser shall (or shall cause one or more of its wholly owned Subsidiaries designated by Purchaser not less than 5 five (5) Business Days prior to the Closing Date to) assume and become obligated to pay, perform and discharge when due, the following LiabilitiesLiabilities of Seller or any Seller Subsidiary, whether accrued or arising before, on or after the Closing Date (such Liabilities, the “Assumed Liabilities”): (i) all Liabilities relating to the Transferred Assets or the Business to the extent arising from or relating to any event, circumstance or condition occurring on or after the Closing DateClosing; (ii) all Liabilities under the Assumed Contracts and the Shared Contracts, excluding any liability Liability or obligation relating to or arising out of such Assumed Contracts or Shared Contracts, as applicable, as a result of (A) any breach of of, or performance required under, such Assumed Contracts or Shared Contracts occurring prior to the Closing DateClosing, or (B) any violation of lawLaw, breach of warranty, tort or infringement occurring prior to the Closing DateClosing; (iii) all accounts payable and accrued expenses of the Business not related to an Assumed Contract or a Shared Contract, to the extent reflected on the Closing Statement; (iv) all Liabilities relating to any Transferred Employees Employee or Seller Benefit Plan that are to be assumed by Purchaser pursuant to Article VI; (v) all product liability, professional liability liability, intellectual property infringement (subject to the provisions of Section 5.15) or any other claims arising out of the sale and/or use of products or services sold following after the Closing in connection with the Business (regardless of when manufactured or provided); (vi) subject to Section 6.01(e), (x) all amounts that become payable pursuant to and in accordance with each Change Liabilities under Environmental Laws arising out of Control Agreement and (y) bonus payments or relating to the Transferred Employees identified on Section 2.02(a)(vi) operation or conduct of the Seller Disclosure Schedule Business or the use or ownership of the Transferred Assets, to the extent such bonus payments become payable to such Transferred Employees following arising from any event, circumstance or condition occurring after the Closing under the terms of the VeriSign Performance PlanClosing; and (vii) all Liabilities identified in Section 2.02(a)(vii) of the Seller Disclosure Schedule. (b) Seller or the relevant Seller Subsidiary shall retain, and shall be fully responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, any Liabilities of Seller and its the Seller Subsidiaries other than the Assumed Liabilities (the “Retained Liabilities”), including the following: (i) any Liability arising out of or relating to the Excluded Assets; (ii) any of Seller’s Liabilities for expenses and fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby Transactions (including all attorneys’, accountants and brokerage fees, but not including any transfer Taxes, which shall be governed by Section 7.01); (iii) any Liability related to any Employee (including, but not limited to, any retention, stay bonus or similar agreements entered into prior to the Closing Date in connection with or related to the transactions contemplated hereby)Seller Benefit Plan, except to the extent such liability Liability relates to a Transferred Employee and is expressly assumed by the Purchaser pursuant to Article VI; (iv) any obligation or liability under any intercompany accounts payable to or intercompany obligations among the Seller and its Affiliates, including those relating to the Business, except as provided in the Ancillary Agreements; (v) any obligation or liability Liability in respect of Indebtedness, except for any Taxes related accounts payable relating to Assumed Contracts to the Business or the Assets for periods (or portions thereof) ending before extent reflected in the Closing Date (which, in the case of a Straddle Period, shall be allocated in accordance with Section 7.03)Statement; (vi) any Liability in respect of indebtedness of the Seller, except for trade debt relating to Assumed Contracts; (vii) Liabilities with respect to being a member or part of Seller’s control group or affiliated group, or by virtue of being owned or controlled by Seller, under ERISA, or with respect to discrimination, wrongful termination or other employee claims, the underlying facts of which relate primarily to the pre-Closing period; (viii) any of Seller’s liabilities or obligations for which Purchaser may become liable for as a result of or in connection with the failure by Purchaser or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability, to the extent that any such noncompliance results in Purchaser assuming or becoming responsible for any Liability not set forth in Section 2.02(a); and (ixvii) any of Seller’s Liabilities not otherwise referred to in this Section 2.02(b) to the extent relating to any legal action, proceeding, claim or investigation Action arising out of or in connection with Seller’s or any of its Subsidiary’s Subsidiaries’ conduct of the Business prior to the Closing DateClosing, any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or advisors in each case other than Assumed Liabilities.

Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) As of 12:01 a.m. on On the Closing Dateterms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (or shall cause one or more of its wholly owned Subsidiaries designated by Purchaser not less than 5 Business Days prior to the Closing Date to) assume and become obligated to pay, perform and discharge when due, the following LiabilitiesLiabilities of Seller or any Seller Subsidiary, whether accrued or arising before, on or after the Closing Date Closing, but in each case excluding the Retained Liabilities (such Liabilities, the “Assumed Liabilities”): (i) all Liabilities to the extent relating to the Transferred Assets or (including any Nonassignable Assets and the Business Nonsublicenseable Assets to the extent arising from attributable to the Business) or relating to any event, circumstance or condition occurring on or after conduct of the Closing DateBusiness; (ii) all Liabilities under the Assumed Contracts Contracts, the Assumed In-Licenses and the Shared Contracts, excluding any liability or obligation relating to or arising out of such Assumed Contracts or Shared Contracts, as applicable, as a result of (A) any breach of such Assumed Contracts or Shared Contracts occurring prior to the Closing Date, or (B) any violation of law, breach of warranty, tort or infringement occurring prior to the Closing Date; (iii) all accounts payable and accrued expenses of the Business not related to an Assumed Contract Contract, Assumed In-License or a Shared Contract, to the extent reflected on the Closing Statement; (iv) all Liabilities relating to Transferred Employees that are to be expressly assumed by Purchaser pursuant to Article VISection 5.21; (v) all product liability, professional liability liability, intellectual property infringements or any other claims arising out of the sale and/or use of products or services sold following the Closing in connection with the Business (regardless of when manufactured or provided); (vi) subject to Section 6.01(e), (x) all amounts that become payable pursuant to and in accordance with each Change of Control Agreement and (y) bonus payments to the Transferred Employees identified on Section 2.02(a)(vi) of the Seller Disclosure Schedule except to the extent such bonus payments become payable otherwise provided in Section 2.02(b), all Liabilities (A) relating to such the Business or the Transferred Employees following the Closing Assets and (B) arising under the terms of the VeriSign Performance PlanEnvironmental Laws; and (vii) all Liabilities identified in Section 2.02(a)(vii) of the Seller Disclosure Schedule. (b) Notwithstanding any provision in this Agreement or any other writing to the contrary, Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller or any Seller Subsidiary (or any predecessor of Seller or any Seller Subsidiary or any prior owner of all or part of its respective businesses and assets) of whatever nature, whether presently in existence or arising hereafter. Seller or the relevant Seller Subsidiary shall retain, and shall be fully responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, any Liabilities of Seller and its Subsidiaries other than the Assumed all such Liabilities (whether accrued or arising before, on or after the Closing), including the following Liabilities (such Liabilities, the “Retained Liabilities”), including the following:): (i) except to the extent provided in Article VI, any Liability arising out of or Liabilities relating to employee benefits or compensation arrangements existing on or prior to the Excluded AssetsClosing, including any Liabilities under any of Seller’s employee benefit agreements, plans or other arrangements; (ii) any of Seller’s all Liabilities for expenses and fees incident relating to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’, accountants and brokerage fees, but not including any transfer Taxes, which shall be governed by Section 7.01)an Excluded Asset; (iii) any Liability related allocated to any Employee (including, but not limited to, any retention, stay bonus or similar agreements entered into prior to the Closing Date in connection with or related to the transactions contemplated hereby), except to the extent such liability relates to a Transferred Employee and is expressly assumed by the Purchaser pursuant to Seller under Article VIVII; (iv) all Liabilities for any obligation Indebtedness of Seller or liability under any intercompany accounts payable to or intercompany obligations among the Seller and of its Affiliates, including those relating to the Business, except as provided in the Ancillary AgreementsSubsidiaries (other than VeriSign Japan); (v) all Liabilities of Seller arising under this Agreement or any obligation or liability for any Taxes related to the Business or the Assets for periods (or portions thereof) ending before the Closing Date (which, in the case of a Straddle Period, shall be allocated in accordance with Section 7.03);Ancillary Agreement; and (vi) any Liability in respect (A) all Liabilities subject to indemnification by Seller under Section 10.01(a)(i) arising out of indebtedness a breach of the Seller, except for trade debt relating to Assumed Contracts; representations and warranties of Seller in Section 3.12 and (viiB) all Liabilities with respect to being a member or part of Seller’s control group or affiliated group, or by virtue of being owned or controlled by Seller, under ERISA, or with respect to discrimination, wrongful termination or other employee claims, the underlying facts of which relate primarily to the pre-Closing period; (viii) any of Seller’s liabilities or obligations which Purchaser may become liable for as a result of or arising in connection with or in any way relating to any Release of Hazardous Materials to soil, groundwater, surface water, sediments or other media (other than air) at, in, from, on or under the failure by Purchaser or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liabilityOwned Real Property, to the extent that any such noncompliance results in Purchaser assuming any Liability not set forth in Section 2.02(a); and Release was caused by Seller or its Subsidiaries (ixother than VeriSign Japan) any of Seller’s Liabilities not otherwise referred to in this Section 2.02(b) relating to any legal action, proceeding, claim on or investigation arising out of or in connection with Seller’s or any of its Subsidiary’s conduct of the Business prior to the Closing Date, any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or advisors in each case other than Assumed LiabilitiesClosing.

Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) As of 12:01 a.m. on the Closing Date, Purchaser shall (or shall cause one or more of its wholly owned Subsidiaries designated by Purchaser not less than 5 Business Days prior to the Closing Date to) assume and become obligated to pay, perform and discharge when due, the following Liabilities, whether accrued or arising before, on or after the Closing Date (such Liabilities, the “Assumed Liabilities”): (i) all Liabilities relating to the Assets or the Business to the extent arising from or relating to any event, circumstance or condition occurring on or after the Closing Date; (ii) all Liabilities under the Assumed Contracts and the Shared Contracts, excluding any liability or obligation relating to or arising out of such Assumed Contracts or Shared Contracts, as applicable, as a result of (A) any breach of such Assumed Contracts or Shared Contracts occurring prior to the Closing Date, or (B) any violation of law, breach of warranty, tort or infringement occurring prior to the Closing Date; (iii) all accounts payable and accrued expenses of the Business not related to an Assumed Contract or a Shared Contract, to the extent reflected on the Closing Statement; (iv) all Liabilities relating to Transferred Employees that are to be assumed by Purchaser pursuant to Article VI; (v) all product liability, professional liability or any other claims arising out of the sale and/or use of products or services sold following the Closing in connection with the Business (regardless of when manufactured or provided); (vi) subject to Section 6.01(e), (x) all amounts that become payable pursuant to and in accordance with each Change of Control Agreement and (y) bonus payments to the Transferred Employees identified on Section 2.02(a)(vi) of the Seller Disclosure Schedule to the extent such bonus payments become payable to such Transferred Employees following the Closing under the terms of the VeriSign Performance Plan; and (vii) all Liabilities identified in Section 2.02(a)(vii) of the Seller Disclosure Schedule. (b) Seller or the relevant Subsidiary shall retain, and shall be fully responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, any Liabilities of Seller and its Subsidiaries other than the Assumed Liabilities (the “Retained Liabilities”), including the following: (i) any Liability arising out of or relating to the Excluded Assets; (ii) any of Seller’s Liabilities for expenses and fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’, accountants and brokerage fees, but not including any transfer Taxes, which shall be governed by Section 7.01); (iii) any Liability related to any Employee (including, but not limited to, any retention, stay bonus or similar agreements entered into prior to the Closing Date in connection with or related to the transactions contemplated hereby), except to the extent such liability relates to a Transferred Employee and is expressly assumed by the Purchaser pursuant to Article VI; (iv) any obligation or liability under any intercompany accounts payable to or intercompany obligations among the Seller and its Affiliates, including those relating to the Business, except as provided in the Ancillary Agreements; (v) any obligation or liability for any Taxes related to the Business or the Assets for periods (or portions thereof) ending before the Closing Date (which, in the case of a Straddle Period, shall be allocated in accordance with Section 7.03); (vi) any Liability in respect of indebtedness of the Seller, except for trade debt relating to Assumed Contracts; (vii) Liabilities with respect to being a member or part of Seller’s control group or affiliated group, or by virtue of being owned or controlled by Seller, under ERISA, or with respect to discrimination, wrongful termination or other employee claims, the underlying facts of which relate primarily to the pre-Closing period; (viii) any of Seller’s liabilities or obligations which Purchaser may become liable for as a result of or in connection with the failure by Purchaser or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability, to the extent that any such noncompliance results in Purchaser assuming any Liability not set forth in Section 2.02(a); and (ix) any of Seller’s Liabilities not otherwise referred to in this Section 2.02(b) relating to any legal action, proceeding, claim or investigation arising out of or in connection with Seller’s or any of its Subsidiary’s conduct of the Business prior to the Closing Date, any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or advisors in each case other than Assumed Liabilities. For purposes of this Section 2.02(b), “Seller” shall be deemed to include all Affiliates and Subsidiaries of Seller and any predecessors to Seller and any Person with respect to which Seller is a successor-in-interest (including by operation of law, merger, liquidation, consolidation, assignment, assumption or otherwise). Seller hereby acknowledges that it is retaining the Retained Liabilities.

Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) As of 12:01 a.m. on On the Closing Dateterms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (or shall cause one or more of its wholly owned Subsidiaries designated by Purchaser not less than 5 Business Days prior to the Closing Date to) assume and become obligated to pay, perform and discharge when due, the following Liabilitiesand shall thereafter indemnify Seller and hold Seller harmless against, whether accrued or arising before, on or after the Closing Date (such Liabilities, the “Assumed Liabilities”): (i) any and all Liabilities relating to of Seller other than the Assets or Retained Liabilities (the Business to the extent arising from or relating to any event, circumstance or condition occurring on or after the Closing Date; (ii) all Liabilities under the Assumed Contracts and the Shared Contracts, excluding any liability or obligation relating to or arising out of such Assumed Contracts or Shared Contracts, as applicable, as a result of (A) any breach of such Assumed Contracts or Shared Contracts occurring prior to the Closing Date, or (B) any violation of law, breach of warranty, tort or infringement occurring prior to the Closing Date; (iii) all accounts payable and accrued expenses of the Business not related to an Assumed Contract or a Shared Contract, to the extent reflected on the Closing Statement; (iv) all Liabilities relating to Transferred Employees that are to be assumed by Purchaser pursuant to Article VI; (v) all product liability, professional liability or any other claims arising out of the sale and/or use of products or services sold following the Closing in connection with the Business (regardless of when manufactured or provided"ASSUMED LIABILITIES"); (vi) subject to Section 6.01(e), (x) all amounts that become payable pursuant to and in accordance with each Change of Control Agreement and (y) bonus payments to the Transferred Employees identified on Section 2.02(a)(vi) of the Seller Disclosure Schedule to the extent such bonus payments become payable to such Transferred Employees following the Closing under the terms of the VeriSign Performance Plan; and (vii) all Liabilities identified in Section 2.02(a)(vii) of the Seller Disclosure Schedule. (b) Seller or the relevant Subsidiary shall retain, and shall be fully responsible for paying, performing and discharging when due, and shall thereafter indemnify Purchaser and hold Purchaser harmless against, and neither Purchaser nor any of its Affiliates shall not assume or have any responsibility for, any Liabilities of Seller and its Subsidiaries other than the Assumed Liabilities (the “Retained Liabilities”), including the following: for (i) any Liability arising out Taxes that may be payable by Seller solely as a result of the consummation of the transactions contemplated by this Agreement (including any withholding tax or relating to surtax resulting from the Excluded Assets; Distribution, any corporate income and/or capital gains tax resulting from the transfer of the Assets and the Assumed Liabilities and any Taxes resulting from the termination of Seller's fiscal unity with its Affiliates), except as provided in Section 8.01, (ii) any of Seller’s Liabilities for expenses and fees incident Liability under the Seller Stock Options or the Seller Restricted Shares or any Liability accrued prior to or arising out of the negotiationClosing under the Seller Stock Option Plans, preparation, approval or authorization of this the Option Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’Seller Restricted Stock Plan, accountants and brokerage fees, but not including any transfer Taxes, which shall be governed by Section 7.01); (iii) any Liability related to any Employee (including, but not limited to, any retention, stay bonus or similar agreements entered into prior to the Closing Date arising in connection with or related to the transactions contemplated hereby), except to Distribution and the extent such liability relates to a Transferred Employee Seller Liquidation in excess of the Retained Cash Amount and is expressly assumed by the Purchaser pursuant to Article VI; (iv) any obligation Liability of Seller that (A) arises and that relates to matters occurring solely after the Closing, (B) is not attributable, directly or liability under any intercompany accounts payable to or intercompany obligations among the Seller and its Affiliates, including those relating to the Business, except as provided in the Ancillary Agreements; (v) any obligation or liability for any Taxes related to the Business or the Assets for periods (or portions thereof) ending before the Closing Date (which, in the case of a Straddle Period, shall be allocated in accordance with Section 7.03); (vi) any Liability in respect of indebtedness of the Seller, except for trade debt relating to Assumed Contracts; (vii) Liabilities with respect to being a member or part of Seller’s control group or affiliated group, or by virtue of being owned or controlled by Seller, under ERISA, or with respect to discrimination, wrongful termination or other employee claims, the underlying facts of which relate primarily to the pre-Closing period; (viii) any of Seller’s liabilities or obligations which Purchaser may become liable for as a result of or in connection with the failure by Purchaser or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liabilityindirectly, to the extent that any such noncompliance results in Purchaser assuming any Liability not set forth in Section 2.02(a); and (ix) any of Seller’s Liabilities not otherwise referred to in this Section 2.02(b) relating to any legal action, proceeding, claim or investigation arising out of or in connection with Seller’s or any of its Subsidiary’s conduct consummation of the Business prior to transactions contemplated by this Agreement, and (C) is not the Closing Dateresult of compliance by Seller with the terms of this Agreement (such Liabilities, any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or advisors in each case other than Assumed Liabilitiesthe "RETAINED LIABILITIES").

Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) As of 12:01 a.m. on On the Closing Dateterms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (or shall cause one or more of its wholly owned Subsidiaries designated by Purchaser not less than 5 Business Days prior to the Closing Date to) assume and become obligated to pay, perform and discharge when due, and shall thereafter indemnify Seller and hold Seller harmless against, any and all Liabilities of Seller other than the following Liabilities, whether accrued or arising before, on or after the Closing Date Retained Liabilities (such Liabilities, the “Assumed Liabilities”): (i) all Liabilities relating to the Assets or the Business to the extent arising from or relating to any event, circumstance or condition occurring on or after the Closing Date; (ii) all Liabilities under the Assumed Contracts and the Shared Contracts, excluding any liability or obligation relating to or arising out of such Assumed Contracts or Shared Contracts, as applicable, as a result of (A) any breach of such Assumed Contracts or Shared Contracts occurring prior to the Closing Date, or (B) any violation of law, breach of warranty, tort or infringement occurring prior to the Closing Date; (iii) all accounts payable and accrued expenses of the Business not related to an Assumed Contract or a Shared Contract, to the extent reflected on the Closing Statement; (iv) all Liabilities relating to Transferred Employees that are to be assumed by Purchaser pursuant to Article VI; (v) all product liability, professional liability or any other claims arising out of the sale and/or use of products or services sold following the Closing in connection with the Business (regardless of when manufactured or provided); (vi) subject to Section 6.01(e), (x) all amounts that become payable pursuant to and in accordance with each Change of Control Agreement and (y) bonus payments to the Transferred Employees identified on Section 2.02(a)(vi) of the Seller Disclosure Schedule to the extent such bonus payments become payable to such Transferred Employees following the Closing under the terms of the VeriSign Performance Plan; and (vii) all Liabilities identified in Section 2.02(a)(vii) of the Seller Disclosure Schedule. (b) Seller or the relevant Subsidiary shall retain, and shall be fully responsible for paying, performing and discharging when due, and shall thereafter indemnify Purchaser and hold Purchaser harmless against, and neither Purchaser nor any of its Affiliates shall not assume or have any responsibility for, any Liabilities of Seller and its Subsidiaries other than the Assumed Liabilities (the “Retained Liabilities”), including the following: for (i) any Liability arising out Taxes that may be payable by Seller solely as a result of the consummation of the transactions contemplated by this Agreement (including any withholding tax or relating to surtax resulting from the Excluded Assets; Distribution, any corporate income and/or capital gains tax resulting from the transfer of the Assets and the Assumed Liabilities and any Taxes resulting from the termination of Seller’s fiscal unity with its Affiliates), except as provided in Section 8.01, (ii) any of Seller’s Liabilities for expenses and fees incident Liability under the Seller Stock Options or the Seller Restricted Shares or any Liability accrued prior to or arising out of the negotiationClosing under the Seller Stock Option Plans, preparation, approval or authorization of this the Option Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’Seller Restricted Stock Plan, accountants and brokerage fees, but not including any transfer Taxes, which shall be governed by Section 7.01); (iii) any Liability related to any Employee (including, but not limited to, any retention, stay bonus or similar agreements entered into prior to the Closing Date arising in connection with or related to the transactions contemplated hereby), except to Distribution and the extent such liability relates to a Transferred Employee Seller Liquidation in excess of the Retained Cash Amount and is expressly assumed by the Purchaser pursuant to Article VI; (iv) any obligation Liability of Seller that (A) arises and that relates to matters occurring solely after the Closing, (B) is not attributable, directly or liability under any intercompany accounts payable to or intercompany obligations among the Seller and its Affiliates, including those relating to the Business, except as provided in the Ancillary Agreements; (v) any obligation or liability for any Taxes related to the Business or the Assets for periods (or portions thereof) ending before the Closing Date (which, in the case of a Straddle Period, shall be allocated in accordance with Section 7.03); (vi) any Liability in respect of indebtedness of the Seller, except for trade debt relating to Assumed Contracts; (vii) Liabilities with respect to being a member or part of Seller’s control group or affiliated group, or by virtue of being owned or controlled by Seller, under ERISA, or with respect to discrimination, wrongful termination or other employee claims, the underlying facts of which relate primarily to the pre-Closing period; (viii) any of Seller’s liabilities or obligations which Purchaser may become liable for as a result of or in connection with the failure by Purchaser or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liabilityindirectly, to the extent that any such noncompliance results in Purchaser assuming any Liability not set forth in Section 2.02(a); and (ix) any of Seller’s Liabilities not otherwise referred to in this Section 2.02(b) relating to any legal action, proceeding, claim or investigation arising out of or in connection with Seller’s or any of its Subsidiary’s conduct consummation of the Business prior to the Closing Datetransactions contemplated by this Agreement, any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or advisors in each case other than Assumed Liabilities.and

Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) As of 12:01 a.m. on At the Closing DateClosing, Purchaser shall (or shall cause one or more of its wholly owned Subsidiaries Affiliates designated by Purchaser not less than 5 Business Days prior to in writing before the Closing Date toClosing) assume and become obligated to pay, perform and discharge when duedue (and shall indemnify and hold harmless Seller and its Subsidiaries for), any and all of the following LiabilitiesLiabilities of Seller and its Subsidiaries, whether accrued or arising before, on or after excluding in all cases the Closing Date Retained Liabilities (such Liabilities, the “Assumed Liabilities”): (i) all Liabilities relating to the Assets or the Business to the extent arising from out of or relating to any eventTransferred Asset or the ownership, circumstance operation or condition occurring on conduct of the Business, at or after following the Closing DateClosing; (ii) all Liabilities under arising out of or relating to any Transferred Contract, at or following the Assumed Contracts and Closing (it being understood that the Shared ContractsSeller shall pay all Cure Costs associated with any Transferred Contract); (iii) all Liabilities arising out of or relating to any Action, excluding any liability or obligation to the extent relating to or arising out of such Assumed Contracts or Shared Contracts, as applicable, as a result of (A) any breach of such Assumed Contracts or Shared Contracts occurring prior to the Closing Date, or (B) any violation of law, breach of warranty, tort or infringement occurring prior to the Closing Date; (iii) all accounts payable and accrued expenses conduct of the Business not or the Transferred Assets, at or following the Closing, including any indemnity obligations related to an Assumed Contract or a Shared Contract, to the extent reflected on the Closing Statementsuch Liabilities; (iv) all Liabilities Taxes to the extent relating to the Transferred Employees Assets or the Business for periods beginning after the Closing Date other than Taxes that are to be assumed by Purchaser Liabilities for which Seller is responsible pursuant to Article VI;VII; and (v) all product liabilityLiabilities assumed by, professional liability retained by or agreed to be performed by Purchaser or any other claims arising out of the sale and/or use of products or services sold following the Closing in connection with the Business (regardless of when manufactured or provided); (vi) subject to Section 6.01(e), (x) all amounts that become payable its Affiliates pursuant to and in accordance with each Change of Control Agreement and (y) bonus payments to the Transferred Employees identified on Section 2.02(a)(vi) of the Seller Disclosure Schedule to the extent such bonus payments become payable to such Transferred Employees following the Closing under the terms of the VeriSign Performance Plan; and (vii) all Liabilities identified in Section 2.02(a)(vii) of the Seller Disclosure Schedulethis Agreement or any Ancillary Agreement. (b) Except as otherwise expressly provided in this Agreement, Seller or the relevant Subsidiary shall retain, and shall be fully responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, any Liabilities of Seller and or its Subsidiaries other than the Assumed Liabilities (the “Retained Liabilities”). For the avoidance of doubt, including the following: except as specifically provided for in Article VI, Retained Liabilities shall include any Liabilities related to, or arising from, or with respect to, (i) (A) Seller’s employees, advisors or independent contractors, including, without limitation, Liabilities and any Liability earned but unpaid compensation for wages, remuneration, holiday or vacation pay, paid time off (if any), bonuses, severance pay (statutory or otherwise) (including the employer portion of any payroll, social security, unemployment, or other employer Taxes arising out therefrom), commissions, pension contributions, Taxes or other similar payments or benefits of any kind and any other Liability, payment or relating obligations related to the Excluded Assets; Seller’s employees or contractors, (iiB) workers’ compensation claims of any of Seller’s Liabilities for expenses employees or (C) the Seller Benefit Plans, (ii) all Cure Costs, and fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’, accountants and brokerage fees, but not including any transfer Taxes, which shall be governed by Section 7.01); (iii) any Liability related to any Employee (including, but not limited to, any retention, stay bonus or similar agreements entered into prior to the Closing Date in connection with or related to the transactions contemplated hereby), except to the extent such liability relates to a Transferred Employee and is expressly assumed by the Purchaser pursuant to Article VI; (iv) any obligation or liability under any intercompany all accounts payable to or intercompany obligations among the Seller and its Affiliates, including those relating to the Business, except third parties that are outstanding as provided in the Ancillary Agreements; (v) any obligation or liability for any Taxes related to the Business or the Assets for periods (or portions thereof) ending before the Closing Date (which, in the case of a Straddle Period, shall be allocated in accordance with Section 7.03); (vi) any Liability in respect of indebtedness of the Seller, except for trade debt relating to Assumed Contracts; (vii) Liabilities with respect to being a member or part of Seller’s control group or affiliated group, or by virtue of being owned or controlled by Seller, under ERISA, or with respect to discrimination, wrongful termination or other employee claims, the underlying facts of which relate primarily to the pre-Closing period; (viii) any of Seller’s liabilities or obligations which Purchaser may become liable for as a result of or in connection with the failure by Purchaser or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability, to the extent that any such noncompliance results in Purchaser assuming any Liability not set forth in Section 2.02(a); and (ix) any of Seller’s Liabilities not otherwise referred to in this Section 2.02(b) relating to any legal action, proceeding, claim or investigation arising out of or in connection with Seller’s or any of its Subsidiary’s conduct of the Business prior to the Closing Date, any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or advisors in each case other than Assumed LiabilitiesClosing.

Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) As of 12:01 a.m. on On the Closing Dateterms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (or shall cause one or more of its wholly owned Subsidiaries designated by Purchaser not less than 5 Business Days prior to the Closing Date to) assume and become obligated to pay, perform and discharge when due, and shall thereafter indemnify Seller and hold Seller harmless against, any and all Liabilities of Seller other than the following Liabilities, whether accrued or arising before, on or after Retained Liabilities (the Closing Date (such Liabilities, the “"Assumed Liabilities”): (i) all Liabilities relating to the Assets or the Business to the extent arising from or relating to any event, circumstance or condition occurring on or after the Closing Date; (ii) all Liabilities under the Assumed Contracts and the Shared Contracts, excluding any liability or obligation relating to or arising out of such Assumed Contracts or Shared Contracts, as applicable, as a result of (A) any breach of such Assumed Contracts or Shared Contracts occurring prior to the Closing Date, or (B) any violation of law, breach of warranty, tort or infringement occurring prior to the Closing Date; (iii) all accounts payable and accrued expenses of the Business not related to an Assumed Contract or a Shared Contract, to the extent reflected on the Closing Statement; (iv) all Liabilities relating to Transferred Employees that are to be assumed by Purchaser pursuant to Article VI; (v) all product liability, professional liability or any other claims arising out of the sale and/or use of products or services sold following the Closing in connection with the Business (regardless of when manufactured or provided"); (vi) subject to Section 6.01(e), (x) all amounts that become payable pursuant to and in accordance with each Change of Control Agreement and (y) bonus payments to the Transferred Employees identified on Section 2.02(a)(vi) of the Seller Disclosure Schedule to the extent such bonus payments become payable to such Transferred Employees following the Closing under the terms of the VeriSign Performance Plan; and (vii) all Liabilities identified in Section 2.02(a)(vii) of the Seller Disclosure Schedule. (b) Seller or the relevant Subsidiary shall retain, and shall be fully responsible for paying, performing and discharging when due, and shall thereafter indemnify Purchaser and hold Purchaser harmless against, and neither Purchaser nor any of its Affiliates shall not assume or have any responsibility for, any Liabilities of Seller and its Subsidiaries other than the Assumed Liabilities (the “Retained Liabilities”), including the following: for (i) any Liability arising out Taxes that may be payable by Seller solely as a result of the consummation of the transactions contemplated by this Agreement (including any withholding tax or relating to surtax resulting from the Excluded Assets; Distribution, any corporate income and/or capital gains tax resulting from the transfer of the Assets and the Assumed Liabilities and any Taxes resulting from the termination of Seller's fiscal unity with its Affiliates), except as provided in Section 8.01, (ii) any of Seller’s Liabilities for expenses and fees incident Liability under the Seller Stock Options or the Seller Restricted Shares or any Liability accrued prior to or arising out of the negotiationClosing under the Seller Stock Option Plans, preparation, approval or authorization of this the Option Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’Seller Restricted Stock Plan, accountants and brokerage fees, but not including any transfer Taxes, which shall be governed by Section 7.01); (iii) any Liability related to any Employee (including, but not limited to, any retention, stay bonus or similar agreements entered into prior to the Closing Date arising in connection with or related to the transactions contemplated hereby), except to Distribution and the extent such liability relates to a Transferred Employee Seller Liquidation in excess of the Retained Cash Amount and is expressly assumed by the Purchaser pursuant to Article VI; (iv) any obligation Liability of Seller that (A) arises and that relates to matters occurring solely after the Closing, (B) is not attributable, directly or liability under any intercompany accounts payable to or intercompany obligations among the Seller and its Affiliates, including those relating to the Business, except as provided in the Ancillary Agreements; (v) any obligation or liability for any Taxes related to the Business or the Assets for periods (or portions thereof) ending before the Closing Date (which, in the case of a Straddle Period, shall be allocated in accordance with Section 7.03); (vi) any Liability in respect of indebtedness of the Seller, except for trade debt relating to Assumed Contracts; (vii) Liabilities with respect to being a member or part of Seller’s control group or affiliated group, or by virtue of being owned or controlled by Seller, under ERISA, or with respect to discrimination, wrongful termination or other employee claims, the underlying facts of which relate primarily to the pre-Closing period; (viii) any of Seller’s liabilities or obligations which Purchaser may become liable for as a result of or in connection with the failure by Purchaser or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liabilityindirectly, to the extent that any such noncompliance results in Purchaser assuming any Liability not set forth in Section 2.02(a); and (ix) any of Seller’s Liabilities not otherwise referred to in this Section 2.02(b) relating to any legal action, proceeding, claim or investigation arising out of or in connection with Seller’s or any of its Subsidiary’s conduct consummation of the Business prior to transactions contemplated by this Agreement, and (C) is not the Closing Dateresult of compliance by Seller with the terms of this Agreement (such Liabilities, any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or advisors in each case other than Assumed the "Retained Liabilities").

Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) As of 12:01 a.m. on On the Closing Dateterms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall (or shall cause one or more of its wholly owned the Purchasing Subsidiaries designated by the Purchaser not less than 5 ten (10) Business Days prior to the Closing Date to) assume and become obligated to pay, perform and discharge when due, each of the following Liabilities, whether accrued or arising before, on or after excluding the Closing Date Retained Liabilities (such Liabilities, the “"Assumed Liabilities”"): (i) all Liabilities relating (except as set forth in Section 2.02(a)(i) of the Seller Disclosure Schedule) arising or which by their terms are to the Assets be observed, paid, discharged or the Business to the extent arising from or relating to any event, circumstance or condition occurring performed on or after the Closing Datewith respect to the Owned Real Property, the Seller Contracts (except for the Liabilities described in Section 2.02(b)(ix)) and the Other Seller IP Contracts); (ii) all the Liabilities under the Assumed Contracts and the Shared Contracts, excluding any liability or obligation relating to or arising out of such Assumed Contracts or Shared Contracts, as applicable, as a result of (A) any breach of such Assumed Contracts or Shared Contracts occurring prior to the Closing Date, or (B) any violation of law, breach of warranty, tort or infringement occurring prior to the Closing Date; (iii) all accounts payable and accrued expenses of the Business not related to an Assumed Contract or a Shared Contract, to the extent reflected on the Closing Statement; (iv) all Liabilities relating to Transferred Employees that are to be assumed by Purchaser pursuant to Article VI; (v) all product liability, professional liability listed or any other claims arising out of the sale and/or use of products or services sold following the Closing described in connection with the Business (regardless of when manufactured or provided); (vi) subject to Section 6.01(e), (x) all amounts that become payable pursuant to and in accordance with each Change of Control Agreement and (y) bonus payments to the Transferred Employees identified on Section 2.02(a)(vi2.02(a)(ii) of the Seller Disclosure Schedule under the Retained Contracts; (iii) except as otherwise expressly set forth in Article VI of this Agreement, the Employee Matters Schedule and the Employee Loan Agreement, all Liabilities relating to or arising from or in connection with (A) the employment by the Purchaser or any Purchasing Subsidiary of any Transferring Employee after the Applicable Effective Date for such Transferring Employee, including acts and omissions of the Purchaser or any Purchasing Subsidiary with respect to the extent employment or termination of employment of any Transferring Employee; (B) any failure of the Purchaser or any of the Purchasing Subsidiaries to satisfy its obligations hereunder, including without limitation any severance costs or other Liabilities arising as a result of or in connection with Employment Offers that are not in accordance with the Employee Matters Schedule and any failure of the Purchaser or any of the Purchasing Subsidiaries to satisfy their obligations under the Transfer Regulations in respect of the Employees; (C) the Purchaser Employee Plans, including coverage for Employees as required by any such bonus payments become Plans; (D) any proposed or actual change by the Purchaser or any of the Purchasing Subsidiaries to the terms and conditions of employment, pensions, compensation or other benefits after the Effective Date that would result in such terms and conditions not being substantially equivalent in value in the aggregate to the terms and conditions that were applicable to the Employees immediately prior to the applicable Effective Dates for such Employees; and (E) any severance costs payable under Law or other Liabilities relating to or arising in connection with (1) the Employment Offers to any Employee who is allocated by the Seller to the fabrication facility of the Business located in Ottawa, Canada (the "Fab Employees") and (2) any Europe Employee who does not transfer into the employment of, or terminates employment with, the Purchaser or any Purchasing Subsidiary as a result of the Purchaser or any Purchasing Subsidiary not offering a pension scheme or plan that is substantially equivalent in value to the pension scheme or plan that was provided to such Transferred Employees following Europe Employee by the Seller or any Selling Subsidiary; (iv) the Liabilities of the Purchaser and its Affiliates arising under this Agreement and the Ancillary Agreements; (v) Liabilities for, or related to any obligation for, any Tax that the Purchaser or any Purchasing Subsidiary bears under Article VII of this Agreement; (vi) all Liabilities (except as set forth in Section 2.02(a)(i) of the Seller Disclosure Schedule) that arise with respect to the operation of the Business on or after the Closing, including with respect to the ownership and operation of the Assets (including any increases in any Environmental Liabilities resulting from any event occurring, or circumstance arising, after the Closing under Date, including any change in Law or the terms enforcement thereof, or from any action or omission of any Person other than the VeriSign Performance PlanSeller or its Subsidiaries); and (vii) all the Liabilities identified listed or described in Section 2.02(a)(vii) of the Seller Disclosure Schedule. (b) The Seller or and the relevant Subsidiary Selling Subsidiaries shall retain, and shall be fully responsible for paying, performing and discharging when due, and neither the Purchaser nor any of is Affiliates shall not hereby assume or have any responsibility for, any Liabilities of the following Liabilities, in each case except to the extent they may be specifically listed or described in Section 2.02(a)(vii) of the Seller and its Subsidiaries other than the Assumed Liabilities Disclosure Schedule (the “"Retained Liabilities”), including the following:"): (i) any Liability all Liabilities (except as set forth in Section 2.02(b)(i) of the Seller Disclosure Schedule) arising out of or relating which by their terms are to be observed, paid, discharged or performed prior to the Excluded AssetsClosing Date with respect to the Owned Real Property and the Seller Contracts; (ii) any of Seller’s all Liabilities for expenses and fees incident to (other than those listed or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummationdescribed in Section 2.02(a)(ii) of the transactions contemplated hereby (including all attorneys’, accountants Seller Disclosure Schedule) of the Seller and brokerage fees, but not including any transfer Taxes, which shall be governed by Section 7.01)its Affiliates under the Retained Contracts; (iii) except as otherwise expressly set forth in Article V of this Agreement, the Employee Matters Schedule and the Employee Loan Agreement, all Liabilities of the Seller or any Liability related Selling Subsidiary relating to or arising from or in connection with: (A) the employment by the Seller or any Selling Subsidiary of any Employee (including, but not limited to, any retention, stay bonus or similar agreements entered into prior to the Closing applicable Effective Date of such Employee, including acts and omissions of the Seller or any Selling Subsidiary with respect to employment or termination of employment of any such Employee but excluding any Liabilities arising from or in connection with (1) any failure of the Purchaser or related any Purchasing Subsidiary to fulfill their obligations hereunder, including without limitation in connection with the transactions contemplated hereby)Employment Offers, except to or under the extent such liability relates to a Transferred Employee and is expressly assumed Transfer Regulations in respect of the Employees or (2) any proposed or actual change by the Purchaser pursuant or any of the Purchasing Subsidiaries to the terms and conditions of employment, pensions, compensation or other benefits after the Effective Date that would result in such terms and conditions not being substantially equivalent in value in the aggregate to the terms and conditions that were applicable to the Employees immediately prior to the applicable Effective Dates for such Employees; (B) the Seller Employee Plans, including coverage for Employees as required by any such Plans; (C) the failure of the Seller to satisfy its obligations with respect to the Transferring Employees as set out in Article VIVI of this Agreement and the Employee Matters Schedule; and (D) any severance costs payable under Law or other Liabilities relating to or arising in connection with the rejection of Employment Offers that are made in accordance with Article VI of this Agreement and the Employee Matters Schedule other than any rejection by a Fab Employee or any refusal by any Europe Employee to transfer into the employment of the Purchaser or any Purchasing Subsidiary as a result of the Purchaser or any Purchasing Subsidiary not offering a pension scheme or plan that is substantially equivalent in value to the pension scheme or plan that was provided to such Europe Employee by the Seller or any Selling Subsidiary; (iv) Liabilities for, or related to any obligation for, any Tax that the Seller or liability any Selling Subsidiary bears under any intercompany Article VII of this Agreement; (v) Liabilities of the Seller, the Selling Subsidiaries and their Affiliates relating to indebtedness for borrowed money, accounts payable and guarantees by the Seller or the Selling Subsidiaries and their Affiliates of indebtedness for borrowed money; (vi) all Liabilities (except as set forth in Section 2.02(b)(i) of the Seller Disclosure Schedule) that arise with respect to the operation of the Business prior to the Closing, including with respect to the ownership and operation of the Assets (excluding any increases in any Environmental Liabilities resulting from any event occurring, or intercompany obligations among circumstance arising, after the Closing Date, including any change in Law or the enforcement thereof, or from any action or omission of any Person other than the Seller or its Subsidiaries); (vii) all Liabilities arising primarily out of the operation or conduct by the Seller or any of its Affiliates of any business other than the Business; (viii) Liabilities to the extent relating primarily to, or arising primarily out of, any Excluded Asset, or to the extent arising out of the distribution to, or ownership by, the Seller or any of its Affiliates of the Excluded Assets or the realization of the benefits of any Excluded Asset; (ix) Liabilities of the Seller and its Affiliates, including those relating to the Business, except as provided in Selling Subsidiaries arising under this Agreement and the Ancillary Agreements; (vx) any obligation or liability for any Taxes related to amounts due and payable under the Cross License Agreement dated as of January 1, 2001 between International Business or the Assets for periods (or portions thereof) ending before the Closing Date (which, in the case of a Straddle Period, shall be allocated in accordance with Section 7.03); (vi) any Liability in respect of indebtedness of the Seller, except for trade debt relating to Assumed Contracts; (vii) Liabilities with respect to being a member or part of Seller’s control group or affiliated group, or by virtue of being owned or controlled by Seller, under ERISA, or with respect to discrimination, wrongful termination or other employee claims, the underlying facts of which relate primarily to the pre-Closing period; (viii) any of Seller’s liabilities or obligations which Purchaser may become liable for as a result of or in connection with the failure by Purchaser or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability, to the extent that any such noncompliance results in Purchaser assuming any Liability not set forth in Section 2.02(a)Machines Corporation and Nortel Networks Corporation; and (ixxi) any of Seller’s the Liabilities not otherwise referred to listed or described in this Section 2.02(b2.02(b)(xi) relating to any legal action, proceeding, claim or investigation arising out of or in connection with Seller’s or any of its Subsidiary’s conduct of the Business prior to the Closing Date, any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or advisors in each case other than Assumed LiabilitiesSeller Disclosure Schedule.

Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) As of 12:01 a.m. on At the Closing DateClosing, Purchaser shall (or shall cause one or more of its wholly owned Subsidiaries designated by Purchaser not less than 5 Business Days prior to the Closing Date to) assume and become obligated to pay, perform and discharge when due, the following Liabilities, whether accrued or arising before, on or after the Closing Date (such Liabilities, the “Assumed Liabilities”): (i) all Liabilities relating to or arising out of the Assets or the Business to the extent arising from or relating to any event, circumstance or condition occurring on or arising after the Closing Date; Date (ii) such Liabilities, the “Assumed Liabilities”). For the avoidance of doubt, with respect to the Locked Pipeline Xxxxxx, Assumed Liabilities shall include all Liabilities under the Assumed Contracts and the Shared Contracts, excluding any liability or obligation relating to or arising out of such Assumed Contracts or Shared Contracts, as applicable, as a result of (A) any breach the settlement of such Assumed Contracts or Shared Contracts occurring Locked Pipeline Xxxxxx, regardless of whether such Liability accrued prior to or following the Closing Date, or (B) any violation of law, breach of warranty, tort or infringement occurring prior to the Closing Date; (iii) all accounts payable and accrued expenses of the Business not related to an Assumed Contract or a Shared Contract, to the extent reflected on the Closing Statement; (iv) all Liabilities relating to Transferred Employees that are to be assumed by Purchaser pursuant to Article VI; (v) all product liability, professional liability or any other claims arising out of the sale and/or use of products or services sold following the Closing in connection with the Business (regardless of when manufactured or provided); (vi) subject to Section 6.01(e), (x) all amounts that become payable pursuant to and in accordance with each Change of Control Agreement and (y) bonus payments to the Transferred Employees identified on Section 2.02(a)(vi) of the Seller Disclosure Schedule to the extent such bonus payments become payable to such Transferred Employees following the Closing under the terms of the VeriSign Performance Plan; and (vii) all Liabilities identified in Section 2.02(a)(vii) of the Seller Disclosure Schedule. (b) Seller or the relevant Subsidiary shall retain, and shall be fully responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, any Liabilities of Seller and its Subsidiaries other than the Assumed Liabilities (the “Retained Liabilities”), including including, for the following: avoidance of doubt, (i) any Liability arising out of from or relating to the any Excluded Assets; Asset; (ii) any of Seller’s Liabilities for expenses and fees incident surety or indemnification Contract to or arising out of the negotiationextent not an Assumed Liability under an Assumed Contract, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’, accountants and brokerage fees, but not including any transfer Taxes, which shall be governed by Section 7.01); (iii) any Liability related to any Employee (including, but not limited to, any retention, stay bonus or similar agreements entered into repurchase obligations for Residential Mortgage Loans funded and sold prior to or on the Closing Date in connection with or related to the transactions contemplated hereby)Date, except to the extent such liability relates to a Transferred Employee and is expressly assumed by the Purchaser pursuant to Article VI; (iv) any obligation Liability arising from or liability under any intercompany accounts payable to or intercompany obligations among the Seller and its Affiliates, including those relating to the Businessindebtedness for borrowed money or any guarantee, except as provided in the Ancillary Agreements; performance, bid or completion bond, or (v) any obligation Liability arising from or liability for relating to any Taxes related Employee Plan. For the avoidance of doubt, notwithstanding anything herein to the Business or contrary, all Taxes relating to the Assets for periods (or portions thereof) ending before the Closing Date (which, in the case of a Straddle Period, Business shall be allocated in accordance with Section 7.03); (vi) any Liability in respect of indebtedness of the Seller, except for trade debt relating pursuant to Assumed Contracts; (vii) Liabilities with respect to being a member or part of Seller’s control group or affiliated group, or by virtue of being owned or controlled by Seller, under ERISA, or with respect to discrimination, wrongful termination or other employee claims, the underlying facts of which relate primarily to the pre-Closing period; (viii) any of Seller’s liabilities or obligations which Purchaser may become liable for as a result of or in connection with the failure by Purchaser or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability, to the extent that any such noncompliance results in Purchaser assuming any Liability not set forth in Section 2.02(a); and (ix) any of Seller’s Liabilities not otherwise referred to in this Section 2.02(b) relating to any legal action, proceeding, claim or investigation arising out of or in connection with Seller’s or any of its Subsidiary’s conduct of the Business prior to the Closing Date, any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or advisors in each case other than Assumed LiabilitiesArticle VII.

Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) As Upon the terms and subject to the satisfaction or waiver, if permissible, of 12:01 a.m. on the conditions set forth in this Agreement and subject to Section 2.3(a) and to the exclusions set forth in Section 2.2(b), at the Closing (or, for Tail Book Assets on each applicable Transfer Date, Purchaser without prejudice to the provisions of the Related Agreements) in connection with the sale of the Transferred Assets, the Sellers shall assign (or shall cause one or more of its wholly owned Subsidiaries designated by to be assigned) and the Purchaser not less than 5 Business Days prior to the Closing Date to) shall assume and become obligated to thereafter pay, perform and discharge when duein accordance with their terms, solely the following Liabilities, whether accrued Liabilities of the Seller Parties or arising before, on or after the Closing Date any of their Subsidiaries (such Liabilitiescollectively, the “Assumed Liabilities”): (i) all Liabilities relating to the Transferred Assets or (other than the Business Tail Book Assets) to the extent not arising from events or relating circumstances existing or occurring prior to any event, circumstance or condition occurring on or after the Closing Date; (ii) all Liabilities under any Tail Book Assets, to the Assumed Contracts and the Shared Contracts, excluding any liability extent not arising from events or obligation relating to circumstances existing or arising out of such Assumed Contracts or Shared Contracts, as applicable, as a result of (A) any breach of such Assumed Contracts or Shared Contracts occurring prior to the Closing Date, or (B) any violation of law, breach of warranty, tort or infringement occurring prior to the Closing Date;Transfer Date for such Tail Book Assets; and (iii) all accounts payable and accrued expenses of other Liabilities expressly assumed by the Business not related to an Assumed Contract Purchaser or a Shared Contract, to for which the extent reflected on the Closing Statement; (iv) all Liabilities relating to Transferred Employees that are Purchaser expressly has agreed to be assumed by Purchaser liable, in any case, pursuant to Article VI; (v) all product liability, professional liability or any other claims arising out of the sale and/or use of products or services sold following the Closing in connection with the Business (regardless of when manufactured or provided); (vi) subject to Section 6.01(e), (x) all amounts that become payable pursuant to and in accordance with each Change of Control this Agreement and (y) bonus payments to the Transferred Employees identified on Section 2.02(a)(vi) of the Seller Disclosure Schedule to the extent such bonus payments become payable to such Transferred Employees following the Closing under the terms of the VeriSign Performance Plan; and (vii) all Liabilities identified in Section 2.02(a)(vii) of the Seller Disclosure ScheduleRelated Agreements. (b) Seller or Subject to the relevant Subsidiary terms of this Agreement, the Sellers shall retain, retain and shall be fully responsible for paying, performing and discharging when due, and neither the Purchaser nor any of its Affiliates shall not assume or be deemed to have any responsibility forassumed, any and all Liabilities of Seller and its Subsidiaries the Sellers or any of their respective Affiliates other than the Assumed Liabilities (collectively, the “Retained Liabilities”). Without limiting the generality of the foregoing, including the followingRetained Liabilities include: (i) any Liability without prejudice to Section 9.3, Section 10.14 and Section 10.15, all Liabilities for Taxes imposed on the Sellers arising out of or relating to the Excluded AssetsBook or otherwise for all periods, or portions of periods, ending before the Closing Date except as otherwise provided in this Agreement; (ii) any of Seller’s all Liabilities for expenses and fees incident under the Tail Book Assets, whether arising prior to or after the Closing Date; provided, however, (A) if any such Tail Book Assets are Transferred pursuant to, and in accordance with, Section 2.3 hereof, the Retained Liabilities shall only include, in respect of such Tail Book Assets, the Liabilities arising out from events or circumstances existing or occurring prior to the Transfer Date for such Tail Book Assets and (B) the foregoing is without prejudice to the provisions of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’, accountants and brokerage fees, but not including any transfer Taxes, which shall be governed by Section 7.01)Related Agreements; (iii) any Liability all Liabilities under the Short-dated OTC Transactions, whether arising prior to or after the Closing Date, but without prejudice to the provisions of the Related Agreements; (iv) all Liabilities related to any Employee the use, ownership or operation of the Brandywine Facility or Brandywine Site or the ownership of the Brandywine Interests, in each case to the extent arising from events or circumstances existing or occurring prior to the Transfer Date applicable to the Brandywine Interests; (including, but not limited to, any retention, stay bonus v) all Liabilities relating to the Transferred Assets to the extent arising from events or similar agreements entered into circumstances existing or occurring prior to the Closing Date in connection with or related to the transactions contemplated hereby), except to the extent such liability relates to a Transferred Employee and is expressly assumed by the Purchaser pursuant to Article VI; (iv) any obligation or liability under any intercompany accounts payable to or intercompany obligations among the Seller and its Affiliates, including those relating to the Business, except as provided in the Ancillary Agreements; (v) any obligation or liability for any Taxes related to the Business or the Assets for periods (or portions thereof) ending before the Closing Date (whichsubject, in the case of a Straddle PeriodTail Book Assets, shall be allocated in accordance with Section 7.03to subsections (ii) and (iii) above); (vi) any Liability in respect of indebtedness all Indebtedness of the Seller, except for trade debt relating to Assumed ContractsSellers and the Seller Parties; (vii) any Liabilities with respect to being a member or part of Seller’s control group or affiliated group, or by virtue of being owned or controlled by Seller, under ERISA, or with respect to discrimination, wrongful termination or other employee claims, the underlying facts of which relate primarily to the pre-Closing periodextent arising out of or relating to Excluded Assets or any business of the Seller Parties, except as otherwise specifically provided in this Agreement or any Related Agreement; (viii) any billed or unbilled accounts payable arising or outstanding prior to the Closing (or, in respect of Seller’s liabilities the Tail Book Assets, the applicable Transfer Date) (whether in respect of Commodity Transactions or obligations which Purchaser may become liable for as a result of or in connection with the failure by Purchaser or Seller to comply with otherwise); (ix) other than any bulk sales or bulk transfers laws or Assumed Liability, any Liabilities (including as a result of any “de facto merger” actual or “successor-in-interest” theories alleged noncompliance with or violation of liability, to the extent that any such noncompliance results in Purchaser assuming any Liability not set forth in Section 2.02(a); and (ixLegal Requirements or Environmental Laws) any of Seller’s Liabilities not otherwise referred to in this Section 2.02(b) relating to any legal action, proceeding, claim arising from or investigation arising out of based on events or in connection with Seller’s conditions existing or any of its Subsidiary’s conduct of the Business occurring prior to the Closing Date, whether threatened or actual, and connected with, arising out of or relating to any other conduct Transferred Asset; and (x) Liabilities of Seller, Seller’s officers, directors, employees, consultants, agents or advisors in each case other than Assumed Liabilitiesthe Sellers and their Affiliates arising under this Agreement and the Related Agreements (including Section 10.1).

Assumption of Assumed Liabilities; Retention of Retained Liabilities. (a) As of 12:01 a.m. on On the Closing Dateterms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (or shall cause or, as applicable, one or more of its wholly owned Subsidiaries of Purchaser designated by Purchaser not less than 5 ten (10) Business Days prior to the Closing Date toDate) shall assume and become obligated to pay, perform and discharge when due, the following LiabilitiesLiabilities of Seller and its Affiliates, whether accrued or arising before, on or after the Closing Date (such Liabilities, the “Assumed Liabilities”): (i) all Liabilities relating to the Assets or the Business to the extent arising from or relating to any event, circumstance or condition occurring on or after the Closing Date; (ii) all Liabilities under the Assumed Contracts and the Shared Contracts, excluding (other than any liability or obligation relating to or Liability arising out of such Assumed Contracts or Shared Contracts, as applicable, as a result of (A) any breach by Seller or its Affiliates of, failure of performance by Seller or its Affiliates under, or non-compliance by Seller or its Affiliates with, any such Assumed Contracts or Shared Contracts occurring that occurred prior to the Closing Date); (ii) all Accounts Payable, or (B) any violation Accrued Expenses and Deferred Revenue of law, breach of warranty, tort or infringement occurring prior to the Closing DateBusiness; (iii) all accounts payable and accrued expenses of the Business not related to an Assumed Contract or a Shared Contract, to the extent reflected on the Closing Statement; (iv) all Liabilities relating to Transferred Employees solely to the extent that such Liabilities are to be assumed by Purchaser pursuant to Article VI; (v) all product liability, professional liability or any other claims arising out of the sale and/or use of products or services sold following the Closing in connection with the Business (regardless of when manufactured or provided); (vi) subject to Section 6.01(e), (x) all amounts that become payable pursuant to and in accordance with each Change of Control Agreement and (y) bonus payments to the Transferred Employees identified on Section 2.02(a)(vi) of the Seller Disclosure Schedule to the extent such bonus payments become payable to such Transferred Employees following the Closing under the terms of the VeriSign Performance PlanVII; and (viiiv) all Liabilities identified in Section 2.02(a)(vii2.02(a)(iv) of the Seller Disclosure Schedule. (b) Seller or the relevant Subsidiary shall retain, and shall be fully responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, any Liabilities of Seller and its Subsidiaries other than the Assumed Liabilities (the “Retained Liabilities”). For the avoidance of doubt, including the following: (i) any Liability arising out of or relating to the Excluded Assets; (ii) any of Seller’s Retained Liabilities for expenses and fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including shall include all attorneys’, accountants and brokerage fees, but not including any transfer Taxes, which shall be governed by Section 7.01); (iii) any Liability related commissions or other amounts owed to any Employee (including, but not limited to, any retention, stay bonus or similar agreements entered into prior to the Closing Date in connection with or related to the transactions contemplated hereby), except to the extent such liability relates to a Transferred Employee and is expressly assumed by the Purchaser pursuant to Article VI; (iv) any obligation or liability under any intercompany accounts payable to or intercompany obligations among the Seller and its Affiliates, including those relating to the Business, except as provided in the Ancillary Agreements; (v) any obligation or liability for any Taxes related to the Business or the Assets for periods (or portions thereof) ending before the Closing Date (which, in the case of a Straddle Period, shall be allocated in accordance with Section 7.03); (vi) any Liability in respect of indebtedness of the Seller, except for trade debt relating to Assumed Contracts; (vii) Liabilities with respect to being a member or part of Seller’s control group or affiliated group, or by virtue of being owned or controlled by Seller, under ERISA, or with respect to discrimination, wrongful termination or other employee claims, the underlying facts of which relate primarily to the pre-Closing period; (viii) any of Seller’s liabilities or obligations which Purchaser may become liable for as a result of or in connection with the failure by Purchaser or Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability, to the extent that any such noncompliance results in Purchaser assuming any Liability not set forth in Section 2.02(a); and (ix) any of Seller’s Liabilities not otherwise referred to in this Section 2.02(b) relating to any legal action, proceeding, claim or investigation arising out of or in connection with Seller’s or any of its Subsidiary’s conduct of the Business prior to the Closing Date, any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or advisors in each case other than Assumed LiabilitiesAgent.