Conflicts; Survival. Notwithstanding any other provision of this Agreement to the contrary, the obligations of the parties hereto set forth in this Article VIII shall (a) be unconditional and absolute and (b) remain in full force and effect indefinitely. The representations and warranties contained in Section 3.20 and Exhibit 3.20 shall survive the Closing until six (6) months following the expiration of the applicable statute of limitations (taking into account all extensions thereof) and covenants relating to Taxes shall survive indefinitely; provided that, in the event notice for indemnification under Section 8.2 hereof shall have been given within the applicable survival period, the representation or warranty that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. Indemnification for Taxes and Losses with respect to Taxes shall be governed solely by Article VIII and in the event of a conflict between this Article VIII and any other provision of this Agreement, this Article VIII shall govern and control.
Conflicts; Survival. Notwithstanding any other provision of this Agreement to the contrary: the obligations of the parties hereto set forth in this Section 4.6 shall: (i) be unconditional and absolute, and (ii) remain in full force and effect indefinitely, provided, however, that the representations and warranties contained in Section 2.12 shall survive the Closing until 180 days following the expiration of the applicable statute of limitations (taking into account all extensions); provided; further; in the event notice for indemnification shall have been given within the applicable survival period, the representation or warranty that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. In the event of a conflict between Section 4.6 and any other provision of this Agreement, this Section 4.6 shall govern and control.
Conflicts; Survival. If more than one agreement for arbitration by or between the parties potentially applies to a Dispute, the arbitration provision in the document that is most directly related to the subject matter of the Dispute shall control. This Arbitration Agreement shall survive the closing of any Account(s) and the termination, amendment, or expiration of any Service or this Agreement or any relationship between the parties.
Conflicts; Survival. In the event of a conflict between this Article 13 and any other provision of this Agreement, this Article 13 shall govern and control. This Article 13 shall survive until the expiration of the applicable statute of limitations (taking into account all extensions thereof granted with the prior written consent of the Seller, not to be unreasonably withheld).
Conflicts; Survival. Except with respect to those matters expressly covered by this Agreement, nothing contained herein shall in any way or manner modify, amend or be in limitation of any other rights or remedies provided for in the Master Agreement all of which shall survive the execution and delivery of this Agreement in accordance with the terms thereof. In the event of any conflict between this Agreement and any term or provision of the Master Agreement respecting the subject matter hereof, the terms and provisions of the Master Agreement shall govern and control. Whenever possible, the provisions of the Master Agreement shall be deemed supplemental to and not in derogation of this Agreement.
Conflicts; Survival. Notwithstanding any other provision of this Agreement to the contrary, the obligations of the parties hereto set forth in this Article VIII shall: (a) be unconditional and absolute and (b) remain in full force and effect indefinitely. In the event of a conflict between this Article VIII and any other provision of this Agreement, this Article VIII shall govern and control.
Conflicts; Survival. Notwithstanding anything to the contrary contained in this Agreement, each of the provisions set forth in this Article VI shall survive (30) days after the expiration of applicable statute of limitations (taking into account all valid extensions) for the applicable Taxes or Tax Return to which the provision relates, provided, however, in the event notice of any claim for indemnification under Section 6.3 of this Agreement shall have been given within the applicable survival period, the provisions that are the subject of the indemnification claim shall survive with respect to such claims until such time as such claim is finally resolved. In the event of a conflict between this Article VI and any other provision of this Agreement, this Article VI shall govern and control. In the event of a conflict between this Article VI and Section 5.5 of the License Agreement, Section 5.5 of the License Agreement shall govern and control.
Conflicts; Survival. Notwithstanding any other provision of this Agreement to the contrary, the obligations of the parties hereto set forth in this Article 10 shall not be subject to Article 7, except for Sections 7.1(c), 7.4(a), 7.4(c), 7.4(d), 7.4(f), 7.5 and 7.10; accordingly, the representations and warranties contained in Section 3.15 shall survive the Closing until the Expiration Date; provided, however in the event notice for indemnification under Section 10.1 hereof shall have been given within the applicable survival period, the representation or warranty that is the subject of such indemnification Claim shall survive until such time as such Claim is finally resolved. In the event of a conflict between this Article 10 and any other provision of this Agreement, this Article 10 shall govern and control; provided, however, that subject to Section 7.4(d), the aggregate liability of the Sellers for Losses or other claims for indemnification under Section 7.1(b) and Section 10.1(a) shall not exceed an aggregate amount equal to the Escrow Amount initially deposited into the escrow fund pursuant to the Escrow Agreement and the sole source for satisfying such indemnity claims shall be the Escrow Amount.
Conflicts; Survival. Notwithstanding any other provision of this Agreement to the contrary, the obligations of the parties hereto set forth in this Article IX shall: (a) be unconditional and absolute, (b) remain in full force and effect indefinitely, and (c) not be subject to Article VII (other than Section 7.2(d), Section 7.2(c), Section 7.4 and Section 7.6); provided, however, that the representations and warranties contained in Section 4.14 shall survive the Closing until ninety (90) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof); provided, further, in the event notice for indemnification under Section 9.1 hereof shall have been given within the applicable survival period in accordance with Section 12.2 hereof, the representation or warranty that is the subject of such indemnification Claim shall survive until such time as such Claim is finally resolved. In the event of a conflict between this Article IX and any other provision of this Agreement, this Article IX shall govern and control. Notwithstanding anything to the contrary in this Agreement, no investigation by a party shall affect the representations, warranties, covenants and agreements of the other parties under this Agreement or in any certificate, schedule, list, exhibit, agreement, document or other writing delivered pursuant hereto or in connection with the transactions contemplated hereby furnished or to be furnished to the other parties, and such representations, warranties, covenants and agreements shall not be affected or deemed waived by reason of the Closing or of the fact that the other party or parties knew or should have known that any of the same is or might be inaccurate in any respect.
Conflicts; Survival. Notwithstanding any other provision of this Agreement to the contrary, the obligations of the parties hereto set forth in this Article VI shall: (a) be unconditional and absolute and (b) remain in full force and effect indefinitely. In the event of a conflict between this Article VI and any other provision of this Agreement, this Article VI shall govern and control.
