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 set forth in this Article VIII shall (a) be unconditional and absolute, (b) remain in full force and effect indefinitely and (c) not be subject to any limitations in Article VII; provided that the representations and warranties contained in Section 3.7 shall survive the Closing until the expiration of the applicable statute of limitations; 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 this Article VIII and any other provision of this Agreement, this Article VIII shall govern and control.

Appears in 2 contracts

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

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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 shall Section 4.6 shall: (ai) be unconditional and absolute, and (bii) remain in full force and effect indefinitely and (c) not be subject to any limitations in Article VII; provided indefinitely, provided, however, that the representations and warranties contained in Section 3.7 2.12 shall survive the Closing until 180 days following the expiration of the applicable statute of limitationslimitations (taking into account all extensions); 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 this Article VIII Section 4.6 and any other provision of this Agreement, this Article VIII Section 4.6 shall govern and control.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Accessity Corp), Escrow 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 parties hereto set forth in this Article VIII shall (a) be unconditional and absolute, absolute and (b) remain in full force and effect indefinitely and (c) not be subject to any limitations in Article VII; provided that the indefinitely. The representations and warranties contained in Section 3.7 3.20 shall survive the Closing until thirty (30) days following the expiration of the applicable statute of limitationslimitations (taking into account all extensions thereof); provided further that, in the event notice for indemnification under Section 8.1(a)(iv) only 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 this Article VIII and any other provision of this Agreement, this Article VIII shall govern and control.

Appears in 1 contract

Samples: Stock Purchase Agreement (Blackrock Inc /Ny)

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