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.
Appears in 4 contracts
Samples: Transaction Agreement and Plan of Merger, Transaction Agreement and Plan of Merger (Merrill Lynch & Co Inc), Transaction Agreement and Plan of Merger (Merrill Lynch & Co Inc)
Conflicts; Survival. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, the obligations of the parties hereto set forth in this Article VIII IX shall (a) be unconditional and absolute absolute, (b) not be subject to any limitations in Article VIII and (bc) other than the indemnification provided for in Section 9.1 (and the representations and warranties contained in Section 4.7) remain in full force and effect indefinitely. The indemnification provided for in Section 9.1 (and the representations and warranties contained in Section 3.20 and Exhibit 3.20 4.7) 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 with respect to Taxes shall survive indefinitelythe underlying Taxes; provided that, in the event notice for indemnification under Section 8.2 hereof 9.1 shall have been given within the applicable survival period, the representation or warranty that is the subject of indemnification with respect to which such notice for indemnification claim has been given 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 In the event of a conflict between this Article VIII IX and any other provision of this Agreement, this Article VIII IX shall govern and control.
Appears in 2 contracts
Samples: Purchase Agreement (MGM Mirage), Purchase Agreement (MGM Mirage)
Conflicts; Survival. Notwithstanding any other provision of this Agreement to the contrary, the obligations of the parties Parties hereto set forth in this Article VIII VI shall (a) be unconditional and absolute and (b) remain in full force and effect indefinitely, and (b) govern the allocation of responsibility for Taxes and the indemnification with respect to Taxes (and not be subject to Article IX). The representations and warranties contained in Section 3.20 and Exhibit 3.20 3.8 shall survive the Closing until six (6) months 60 days 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 ). In the event notice for indemnification under Section 8.2 hereof this Article VI shall have been given within the applicable survival period, the representation or warranty that is the subject of such indemnification claim Claim shall survive until such time as such claim Claim is finally resolved. Indemnification for Taxes and Losses with respect to Taxes shall be governed solely by Article VIII and in In the event of a conflict between this Article VIII VI and any other provision of this Agreement, this Article VIII VI shall govern and control.
Appears in 1 contract
Samples: Transaction Agreement (Affordable Residential Communities Inc)