Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms; provided, however, that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 16 contracts
Samples: Tax Matters Agreement (Cryptyde, Inc.), Tax Matters Agreement (Cryptyde, Inc.), Tax Matters Agreement (Cryptyde, Inc.)
Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time Distribution Date and remain in full force and effect in accordance with their applicable terms; , provided, however, that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) 90 days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; , provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 9 contracts
Samples: Tax Sharing Agreement (Lovarra), Tax Sharing Agreement (Logiq, Inc.), Tax Sharing Agreement (Net Element, Inc.)
Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time Date and remain in full force and effect in accordance with their applicable terms; , provided, however, that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; , provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 8 contracts
Samples: Separation Agreement (Rouse Properties, Inc.), Tax Matters Agreement (Rouse Properties, Inc.), Tax Matters Agreement (Rouse Properties, Inc.)
Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms; provided, however, that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, for assessment of the Tax that gave rise to the indemnification; provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 7 contracts
Samples: Tax Matters Agreement (Ventas Inc), Tax Matters Agreement (Care Capital Properties, Inc.), Tax Matters Agreement (Care Capital Properties, Inc.)
Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time Distribution Date and remain in full force and effect in accordance with their applicable terms; , provided, however, that the representations and warranties and all indemnification for Taxes shall survive until sixty ninety (6090) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; , provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 6 contracts
Samples: Tax Allocation Agreement (Hamilton Beach Brands Holding Co), Tax Allocation Agreement (Hamilton Beach Brands Holding Co), Tax Allocation Agreement (Nacco Industries Inc)
Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms; provided, however, that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, for assessment of the Tax that gave rise to the indemnification; provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 4 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Parkway Properties Inc), Tax Matters Agreement (Cousins Properties Inc)
Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms; provided, however, that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) 60 days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 4 contracts
Samples: Tax Matters Agreement (J. Alexander's Holdings, Inc.), Tax Matters Agreement (J. Alexander's Holdings, Inc.), Tax Matters Agreement (Crimson Wine Group, LTD)
Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time Distribution and remain in full force and effect in accordance with their applicable terms; , provided, however, that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) 60 days following the expiration of the applicable statute of limitations period (taking into account all extensions thereof), if any, of for the Tax that gave rise to the indemnification; , provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 3 contracts
Samples: Tax Matters Agreement (Huntington Ingalls Industries, Inc.), Tax Matters Agreement (Huntington Ingalls Industries, Inc.), Tax Matters Agreement (Huntington Ingalls Industries, Inc.)
Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms; , provided, however, that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, for assessment of the Tax that gave rise to the indemnification; , provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 2 contracts
Samples: Tax Matters Agreement (Rayonier Advanced Materials Inc.), Tax Matters Agreement (Rayonier Holding Co)
Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms; provided, however, that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 2 contracts
Samples: Tax Matters Agreement (Safe & Green Development Corp), Tax Matters Agreement (Safe & Green Development Corp)
Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms; , provided, however, that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; , provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 2 contracts
Samples: Tax Matters Agreement (Cardinal Health Inc), Tax Matters Agreement (CareFusion Corp)
Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms; , provided, however, however that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; provided, provided further, that, that in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 2 contracts
Samples: Tax Matters Agreement (Penn National Gaming Inc), Tax Matters Agreement (Gaming & Leisure Properties, Inc.)
Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms; provided, however, that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) days following the expiration of the applicable statute period of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 1 contract
Samples: Tax Sharing Agreement (AXA Equitable Holdings, Inc.)
Survival of Covenants. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Effective Time and remain in full force and effect in accordance with their applicable terms; provided, however, that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.
Appears in 1 contract
