Common use of Effectiveness; Termination and Survival Clause in Contracts

Effectiveness; Termination and Survival. Except as expressly set forth in this Agreement, as between Parent, SpinCo Acquiror, and the JV Group, this Agreement shall become effective upon the consummation of the Merger. All rights and obligations arising hereunder shall survive until they are fully effectuated or performed; provided that, notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for one year after the full period of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof) and, with respect to any claim hereunder initiated prior to the end of such period, until such claim has been satisfied or otherwise resolved. This agreement shall terminate without any further action at any time before the Closing upon termination of the Merger Agreement.

Appears in 10 contracts

Samples: Tax Matters Agreement (Change Healthcare Inc.), Tax Matters Agreement (McKesson Corp), Tax Matters Agreement (McKesson Corp)

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Effectiveness; Termination and Survival. Except as expressly set forth in this Agreement, as between Parent, SpinCo Acquiror, Jefferies and the JV GroupSpinCo, this Agreement shall become effective upon the consummation of the MergerDistribution. All rights and obligations arising hereunder shall survive until they are fully effectuated or performed; provided that, notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for one year after the full period of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof) and, with respect to any claim hereunder initiated prior to the end of such period, until such claim has been satisfied or otherwise resolved. This agreement shall terminate without any further action at any time before the Closing Distribution upon termination of the Merger Separation and Distribution Agreement.

Appears in 2 contracts

Samples: Tax Matters Agreement (Jefferies Financial Group Inc.), Tax Matters Agreement (Vitesse Energy, Inc.)

Effectiveness; Termination and Survival. Except as expressly set forth in this Agreement, as between Parent, SpinCo Acquiror, Parent and the JV GroupSpinCo, this Agreement shall become effective upon on the consummation of the MergerSeparation Date. All rights and obligations arising hereunder shall survive until they are fully effectuated or performed; provided that, notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for one year after the full period of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof) and, with respect to any claim hereunder initiated prior to the end of such period, until such claim has been satisfied or otherwise resolved. This agreement shall terminate without any further action at any time before the Closing Separation Date upon termination of the Merger Separation Agreement.

Appears in 2 contracts

Samples: Tax Matters Agreement (Bausch Health Companies Inc.), Tax Matters Agreement (Bausch & Lomb Corp)

Effectiveness; Termination and Survival. Except as expressly set forth in this Agreement, as between Parent, SpinCo Acquiror, ConAgra and the JV GroupSpinCo, this Agreement shall become effective upon the consummation of the MergerDistribution. All rights and obligations arising hereunder shall survive until they are fully effectuated or performed; provided that, notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for one year after the full period of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof) and, with respect to any claim hereunder initiated prior to the end of such period, until such claim has been satisfied or otherwise resolved. This agreement shall terminate without any further action at any time before the Closing Distribution upon termination of the Merger Separation Agreement.

Appears in 2 contracts

Samples: Tax Matters Agreement (Conagra Brands Inc.), Tax Matters Agreement (Lamb Weston Holdings, Inc.)

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Effectiveness; Termination and Survival. Except as expressly set forth in this Agreement, as between Parent, SpinCo Acquiror, Parent and the JV GroupLivent, this Agreement shall become effective upon the consummation of the MergerDistribution. All rights and obligations arising hereunder shall survive until they are fully effectuated or performed; provided that, notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for one year after the full period of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof) and, with respect to any claim hereunder initiated prior to the end of such period, until such claim has been satisfied or otherwise resolved. This agreement shall terminate without any further action at any time before the Closing Distribution upon termination of the Merger Separation and Distribution Agreement.

Appears in 2 contracts

Samples: Tax Matters Agreement (Livent Corp.), Tax Matters Agreement (Livent Corp.)

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