Effectiveness; Termination and Survival. Except as expressly set forth in this Agreement, as between the Company and SpinCo, this Agreement shall become effective upon the consummation of the Distribution, and as between the Company, SpinCo and Parent, 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 Merger Effective Time upon termination of the Merger Agreement.
Appears in 6 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Westinghouse Air Brake Technologies Corp), Tax Matters Agreement (Westinghouse Air Brake Technologies Corp)
Effectiveness; Termination and Survival. Except as expressly set forth in this Agreement, as between the Company LMC and SpinCoSpinco, this Agreement shall become effective upon the consummation of the Distribution, and as between the CompanyLMC, SpinCo Spinco and RMT Parent, 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 Merger Effective Time Closing upon termination of the Merger Agreement.
Appears in 2 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Leidos Holdings, Inc.)