Common use of Additional Matters; Survival of Indemnities Clause in Contracts

Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification or contribution hereunder. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI shall survive (i) the sale or other transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any and all Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries. (c) Indemnification under this Article VI shall be treated for Tax purposes consistent with the private letter ruling, and if not addressed therein, to the extent allowed under existing Tax Law, in one of the following ways: (i) if made by Dover to Xxxxxxx, such payment shall be treated as an additional part of the transfer by Dover to Xxxxxxx in the Separation and (ii) if made from Xxxxxxx to Dover, such payment shall be treated as a reduction in the amount of the transfer by Dover to Xxxxxxx in the Separation.

Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; Indemnitee and (ii) the knowledge by the Indemnitee of Liabilities Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder. The indemnity agreements contained in this Article VI shall survive the Distribution. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI shall survive (i) the sale or other transfer Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any and all Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries. (c) Indemnification under this Article VI shall be treated for Tax purposes consistent with the private letter ruling, and if not addressed therein, to the extent allowed under existing Tax Law, in one of the following ways: (i) if made by Dover to XxxxxxxApergy, such payment shall be treated as an additional part of the transfer by Dover to Xxxxxxx Apergy in the Separation and (ii) if made from Xxxxxxx Apergy to Dover, such payment shall be treated as a reduction in the amount of the transfer by Dover to Xxxxxxx Apergy in the Separation.