Coordination; Survival. Claims for indemnification with respect to Taxes, and the procedures with respect thereto, shall be governed exclusively by this Article 6 and, except with respect to Sections 7.1 and 7.4, the provisions of Article 7 shall not apply.
Coordination; Survival. Notwithstanding anything in this Agreement to the contrary, all matters relating to indemnification for Taxes (other than with respect to indemnification for Losses (i) resulting from the breach of, or inaccuracy, of the representations and warranties set forth in Section 3.13 or (ii) arising under Section 9.2(d)(i), which, in each case, shall be governed solely by Article IX) shall be governed solely by this Article VII, and in the event of any conflict between the provisions of this Article VII and any other provision of this Agreement, this Article VII shall control.
Coordination; Survival. Notwithstanding anything in this Agreement to the contrary, the procedures with respect to Tax matters shall be governed exclusively by this Section 5.13 (and not by Article IX). The indemnification provisions of this Section 5.13 shall survive the Closing until GSE Approval is obtained, or, if GSE Approval is not obtained, until this Agreement is terminated by the Seller and the Buyer.
Coordination; Survival. Except as expressly provided in Article VII, claims for indemnification for Income Taxes shall be governed exclusively by this Article VIII and not by Article VII. The indemnification provisions of this Article VIII shall survive until six (6) months following the expiration of the relevant statutes of limitations.
Coordination; Survival. Notwithstanding anything in this Agreement to the contrary, the procedures with respect to Tax matters shall be governed exclusively by this Section 4.14 (and not by any provision of Article VI). The covenants and indemnification provisions of this Section 4.14, shall survive until fully performed, paid or discharged, and the representations and warranties contained in Section 3.02(o) shall survive until the expiration of the relevant statutes of limitations plus an additional thirty (30) days; provided that the representations and warranties contained in Section 3.02(o)(12) shall survive until the tenth anniversary of the Closing Date.
Coordination; Survival. Notwithstanding anything to the contrary in this Agreement, claims for indemnification with respect to Taxes shall be governed exclusively by this Article 8, and the indemnification provisions of this Article 8 represent the sole and exclusive remedy of a Party for any such claims (subject to the limitations expressly applied to this Article 8 as are set forth in Article 9). The representations and warranties set forth in Section 3.16 and the indemnification provisions of this Article 8 shall survive until sixty (60) days after the expiration of the relevant Tax statutes of limitations.
Coordination; Survival. The indemnification provisions of this ARTICLE X shall survive thirty (30) Business Days after the date of the formal completion of the audit currently in process of the 2008 U.S. federal income tax return (the “Survival Period Termination Date”) of the affiliated group of corporations of which the Company is the common parent by the IRS’s examination function (the “2008 Audit”), whether completed through the issuance of a Revenue Agent’s Report, Form 870, 30-day letter, no-change report, or otherwise (such written communication, the “IRS Correspondence”) and regardless of whether the Company or any of its Subsidiaries agrees or disagrees with the conclusions reached by the IRS’s examination function. For the avoidance of doubt, (a) the Purchaser may make a claim for indemnification from the Indemnity Escrow Account pursuant to Section 10.03(a) (Tax Indemnification by Sellers) on the basis of and for the full amount of any adjustments made or proposed in the IRS Correspondence, regardless of whether the Company or any of its Subsidiaries challenges or contests the conclusions or amounts set forth in the IRS Correspondence and (b) at such time the Purchaser may make a claim for any correlative state and local income taxes that may be payable with respect to any adjustments made or proposed in the IRS Correspondence, regardless of whether a claim for such state and local taxes has been made by the relevant Governmental Entity.
Coordination; Survival. Claims for indemnification with respect to Taxes shall be governed exclusively by this Article IX (Tax Matters) and the provisions of Article VIII (Indemnification) (other than Sections 8.1 (Survival of Representations), 8.3 (Limitations on Indemnification) and 8.6 (Exclusive Remedy), shall not apply. The indemnification provisions of this Article IX (Tax Matters) shall survive until the date that is the sixth (6th) anniversary of the Closing Date, except with respect to claims relating to Specified Taxes (which shall survive until thirty (30) days following the expiration of the applicable statutes of limitations, including any extensions thereof) and claims pursuant to Section 9.2(a)(iii) (Tax Indemnification) relating to subparagraphs of Section 6.1(b) (Conduct of Business), other than subparagraph (xii) thereof, which shall survive the Closing until the date that is nine (9) months after the Closing. Any Tax matter as to which a claim has been asserted by written notice satisfying the requirements of Section 9.5(a) (Tax Proceedings) and within the time limitation applicable by reason of the immediately preceding sentence that is pending or unresolved at the end of such time limitation shall continue to be covered by this Article IX (Tax Matters) notwithstanding such time limitations until such matter is finally terminated or otherwise resolved by the parties under this Agreement, by an arbitration or by a court of competent jurisdiction and any amounts payable hereunder are finally determined and paid.
Coordination; Survival. The indemnification obligations contained in Section 9.7(a) shall survive the Closing and remain in effect until the earlier of (x) the fifth (5th) anniversary of the due date for the Tax Return that includes the Closing Date (taking into account extensions) and (y) the completion of the next tax audit (that includes the 2013 taxable year) conducted on SCP by National Tax Services of the Republic of Korea. Claims for indemnification under Section 9.7(a) shall be governed exclusively by this Section 9.7 and the provisions of SECTION 9 (other than Sections 9.7 and 9.5(b)) shall not apply.
Coordination; Survival. Notwithstanding anything in this Agreement to the contrary, all matters relating to indemnification for Taxes shall be governed solely by this Section 8.9, and in the event of any conflict between the provisions of this Section 8.9 and any other provision in this Agreement, this Section 8.9 shall control. Notwithstanding anything to the contrary in this Agreement, the representations contained in Section 3.7 shall survive until ninety (90) days following the expiration of the applicable statute of limitations and all other indemnification provisions (and obligations) contained in this Section 8.9 shall survive indefinitely unless otherwise expressly specified in Section 8.9.
