Tax Matters Coordination and Survival Sample Clauses

Tax Matters Coordination and Survival. Notwithstanding anything to the contrary in this Agreement, indemnification with respect to Taxes and the procedures relating thereto shall be governed exclusively by this Article VI (except for amounts payable pursuant to Section 9.8), and the provisions of Article IX shall not apply. The indemnification obligations contained in this Article VI shall survive the Closing Date until sixty (60) days after the expiration of the applicable statutory periods of limitations. The representations and warranties made pursuant to Section 3.15 (Taxes) (other than the representations and warranties set forth in Section 3.15(j) and (m), which shall survive until sixty (60) days after the expiration of the applicable statutory period of limitations) shall not survive the Closing Date.
AutoNDA by SimpleDocs
Tax Matters Coordination and Survival. Notwithstanding anything to the contrary in this Agreement, indemnification with respect to Taxes and the procedures relating thereto shall be governed exclusively by this Article VI and the provisions of Article IX (other than Section 9.2(c), 9.5, 9.6 and 9.7) shall not apply. The indemnification obligations contained in this Article VI and the representations and warranties made pursuant to Section 3.14 (Taxes) shall survive the Closing Date until ninety (90) days following the expiration of the applicable statutory periods of limitations (including any extensions or waivers thereof).
Tax Matters Coordination and Survival. Notwithstanding anything to the contrary in this Agreement, indemnification with respect to Taxes and the procedures relating thereto shall be governed exclusively by this Article IX and the provisions of Article VIII (other than Section 8.04(e)–(h)) shall not apply. The covenants and agreements of the Seller and the Purchaser, including the indemnification obligations contained in this Article IX, shall survive the Closing Date until thirty (30) days following the expiration of the applicable statutory periods of limitations. The representations and warranties made pursuant to Section 3.08 shall not survive the Closing.
Tax Matters Coordination and Survival. Notwithstanding anything to the contrary in this Agreement, indemnification with respect to Taxes and the procedures relating thereto shall be governed exclusively by this Article VI and the provisions of Article IX shall not apply. The indemnification obligations contained in this Article VI shall survive the Closing Date until the expiration of the applicable statutory periods of limitations. The representations and warranties made pursuant to Section 3.14 (Taxes) (other than the representations and warranties 109 made pursuant to Section 3.14(m) and Section 3.14(n)) shall not survive the Closing. Notwithstanding anything to the contrary in this Agreement, the representations and warranties made pursuant to Section 3.14(m) and Section 3.14(n) shall survive until ninety (90) days after the expiration of the relevant statute of limitations under applicable Tax Law (giving effect to any waiver or extension thereof).
Tax Matters Coordination and Survival. Notwithstanding anything to the contrary in this Agreement, to the extent of any inconsistency between this Article VII and Article VI, this Article VII shall control as to Tax matters.
Tax Matters Coordination and Survival. Notwithstanding anything to the contrary in this Agreement, indemnification with respect to Taxes (other than Taxes of any Purchased Non-Consolidated Venture or any Subsidiary thereof, if any) and the procedures relating thereto shall be governed exclusively by this Article VI and Section 1.1(c) of the Seller Disclosure Schedules, and the provisions of Article IX shall not apply. The indemnification obligations contained in this Article VI and the representations and warranties made pursuant to Section 3.14(g) and Section 3.14(q) shall survive the Closing Date until sixty (60) days following the expiration of the applicable statutory periods of limitations (including any extensions or waivers thereof).
Tax Matters Coordination and Survival. Notwithstanding anything to the contrary in this Agreement, indemnification with respect to Taxes and the procedures relating thereto shall be governed exclusively by this Article VII, Section 10.5, Section 10.6 and Section 10.7. The indemnification obligations contained in this Article VII shall survive the Closing until fully performed in accordance with their respective terms. The representations and warranties made pursuant to Section 3.14 (other than Section 3.14(g), which shall survive the Closing Date until the expiration of all applicable statutory periods of limitations) shall not survive the Closing.
AutoNDA by SimpleDocs
Tax Matters Coordination and Survival. Notwithstanding anything to the contrary in this Agreement, indemnification and other payments in respect of Taxes and the procedures relating thereto shall be governed exclusively by this Section 5.5 and the provisions of Article VII (other than Section 7.4(a), Section 7.4(g) and Section 7.6) shall not apply. The indemnification and other payment obligations contained in this Section 5.5 shall survive the Closing Date until sixty (60) days following the expiration of the applicable statute of limitations; provided that if written notice of a claim has been given to the indemnifying Party in good faith prior to the end of this period, then the indemnification obligations with respect to such claim shall survive until such claim is finally resolved. If the Foreign Sale occurs, SaleCo2 shall be responsible for any indemnification or other payment obligation of the Company pursuant to this Section 5.5 or Article VII to the extent relating to any of the Business Subsidiaries transferred to SaleCo2 pursuant to the SaleCo2 Contribution (for the avoidance of doubt, nothing in this sentence shall relieve the Company of any of its obligations under this Agreement).
Tax Matters Coordination and Survival. (i) Notwithstanding anything to the contrary contained herein, (1) in the event of a conflict or inconsistency between the provisions of this Section 4.19 and the provisions of Article VII, the provisions of this Section 4.19 shall govern and (2) indemnification with respect to Capital Gains WHT and Dividend WHT and the procedures relating thereto shall be governed by Section 4.19(d) and Section 4.19(e), and the provisions of Article VII (other than Sections 7.04 and 7.07) shall not apply.
Tax Matters Coordination and Survival. Notwithstanding anything to the contrary in this Agreement, indemnification with respect to Taxes and the procedures relating thereto shall be governed exclusively by this Section 5.4 and the provisions of Article VIII (other than Section 8.3(g), Section 8.7 and Section 8.8) shall not apply. The indemnification obligations contained in this Section 5.4 shall survive the Closing Date (i) until generally, thirty (30) days following the expiration of the applicable statutory periods of limitations, and (ii) in the case of any indemnification claim arising prior to the end of the period in clause (i), until such claim is finally resolved. The representations and warranties made pursuant to Section 2.13 (Taxes) shall not survive the Closing.
Time is Money Join Law Insider Premium to draft better contracts faster.