Common use of Conflicts; Survival Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Accessity Corp), Stock Purchase Agreement (Driversshield Com Corp)

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Conflicts; Survival. Notwithstanding any other provision of this Agreement to the contrary: , the obligations of the parties hereto Parties set forth in this Section 4.6 shall: Article VIII shall (ia) be unconditional and absolute, and (iib) remain in full force and effect indefinitely, provided, however, indefinitely and (c) not be subject to any limitations in Article VII; provided that the representations and warranties contained in Section 2.12 3.7 shall survive the Closing until 180 days following the expiration of the applicable statute of limitations (taking into account all extensions)limitations; provided; further; provided further in the event notice for indemnification under Section 8.1(a)(iv) only 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 this Article VIII and any other provision of this Agreement, this Section 4.6 Article VIII shall govern and control.

Appears in 2 contracts

Samples: Stock Purchase Agreement (MGM Mirage), Stock Purchase Agreement (GNLV Corp)

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) 3.03 shall not be unconditional and absolute, and (ii) remain subject to any limitations contained in full force and effect indefinitely, Article X; provided, however, that the representations and warranties contained in Section 2.12 4.17 shall survive the Closing until 180 ninety (90) days following the expiration of the applicable statute of limitations (taking into account all extensionsextensions thereof); provided; , further; , in the event notice for indemnification under Section 3.03(d) 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 Section 4.6 3.03 and any other provision of this Agreement, this Section 4.6 3.03 shall govern and control.

Appears in 1 contract

Samples: Purchase Agreement (Fahnestock Viner Holdings Inc)

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) 3.05 shall not be unconditional and absolute, and (ii) remain subject to any limitations contained in full force and effect indefinitely, Article X; provided, however, that the representations and warranties contained in Section 2.12 4.15 shall survive the Brokerage Closing until 180 (90) days following the expiration of the applicable statute of or limitations (taking into account all extensionsextensions thereof); provided; , further; , in the event that notice for indemnification under Section 3.05(d) 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 Section 4.6 3.05 and any other provision of this Agreement, this Section 4.6 3.05 shall govern and control.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fahnestock Viner Holdings Inc)

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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: Article VIII shall (ia) be unconditional and absolute, absolute and (iib) remain in full force and effect indefinitely, provided, however, that the . The representations and warranties contained in Section 2.12 3.20 shall survive the Closing until 180 thirty (30) days following the expiration of the applicable statute of limitations (taking into account all extensionsextensions thereof); provided; further; provided that, in the event notice for indemnification under Section 8.5 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 Section 4.6 this Article VIII and any other provision of this Agreement, this Section 4.6 Article VIII shall govern and control.

Appears in 1 contract

Samples: Stock Purchase Agreement (Blackrock Inc /Ny)

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