Survival; Conflicts. Notwithstanding anything to the contrary contained herein, the indemnity obligations pursuant to this Section 6.5 and Section 6.7 shall survive until the close of business on the thirtieth (30th) day following the expiration of the applicable statute of limitations with respect to the Tax liabilities in question (giving effect to any waiver, mitigation or extension thereof). In the event of a conflict between the provisions of this Section 6.5 or Section 6.7, as applicable, and any other section of this Agreement, Section 6.5 or Section 6.7, as applicable, shall govern and control.
Survival; Conflicts. The indemnity obligations pursuant to this Section 6.5 and Section 6.7 shall survive indefinitely. In the event of a conflict between the provisions of this Section 6.5 or Section 6.7, as applicable, and any other section of this Agreement, Section 6.5 or Section 6.7, as applicable, shall govern and control.
Survival; Conflicts. Notwithstanding anything to the contrary contained herein, the obligations pursuant to this Section 6.2 and Section 6.4 shall survive until the applicable statute of limitations with respect to the Tax Liabilities in question. In the event of a conflict between the provisions of this Section 6.2 or Section 6.4, as applicable, and any other Section of this Agreement, Section 6.2 or Section 6.4, as applicable, shall govern and control.
Survival; Conflicts. Notwithstanding any other provision of this Agreement to the contrary, all indemnities, covenants and obligations of the parties pursuant to this Article IV shall survive indefinitely. In the event of a conflict between this Article IV of this Agreement and the Cendant Tax Sharing Agreement or any other provision of this Agreement, this Article IV shall govern and control.
Survival; Conflicts. Notwithstanding anything to the contrary contained herein, the obligations pursuant to this Section 6.4 and Section 6.6 shall survive until the close of business on the thirtieth (30th) day following the expiration of the applicable statute of limitations with respect to the Tax Liabilities in question (giving effect to any waiver, mitigation or extension thereof). In the event of a conflict between the provisions of this Section 6.4 or Section 6.6, as applicable, and any other section of this Agreement, Section 6.4 or Section 6.6, as applicable, shall govern and control.
Survival; Conflicts. Notwithstanding anything to the contrary in this Agreement, the covenants and obligations set forth in this Section 4.8 (and any claim for breach thereof) shall terminate at 11:59 p.m. (ET) on the thirtieth (30th) day following the expiration of the applicable statute of limitations with respect to the Tax Liabilities in question (giving effect to any waiver, mitigation or extension thereof). To the extent of any conflict between this Section 4.8 and any other provision of this Agreement, this Section 4.8 shall govern.
Survival; Conflicts. The covenants in this Section 4.12 shall survive the Closing until the expiration of the applicable statute of limitations (including extensions thereof) with respect to the Taxes at issue. To the extent of any conflict between this Section 4.12 and any other provision of this Agreement, this Section 4.12 shall govern.
Survival; Conflicts. Vendor’s obligations under this Schedule shall survive expiration or any full or partial termination of this Agreement and this Schedule shall be included as part of the complete agreement between the parties with respect to the subject matter of this Agreement. In the event of any conflict between any term or condition in this Schedule and the body of this Agreement, this Schedule shall prevail. EXHIBIT C CERTIFICATION OF RETURN AND/OR DESTRUCTION OF IP I, _____________________________, an authorized representative of _______________________ (“Vendor”) hereby certify that Vendor has searched and inspected the entire contents of Vendor’s information storage and transmission network, including electronic mail accounts, file servers, laptops and portable storage media, in Vendor’s possession, custody or control and has irretrievably deleted and/or returned the following electronic files, including derivative works, that were provided to or created by Vendor: [LIST OF FILES] I further certify that Vendor has searched all the premises, offices and facilities of Vendor that maintained or stored any hard copy IP, including derivative works, that were provided to or created by Vendor and that the following IP has been physically destroyed and/or returned to AMC Network Entertainment LLC: [LIST OF FILES] I declare that the foregoing statements are true and correct. Executed on __________________________, 20___ 605, LLC: “VENDOR” By: Authorized Signature Printed Name Title:
Survival; Conflicts. Notwithstanding anything to the contrary in the Merger Agreement or the GP Transfer Agreement, the covenants and agreements of the parties contained in this Agreement shall survive indefinitely. To the extent of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Merger Agreement or the GP Transfer Agreement, the provisions of this Agreement shall control.
Survival; Conflicts. Notwithstanding anything to the contrary in this Agreement, the obligations set forth in this Section 5.13 (and any claim for breach thereof) shall terminate on the Extended Survival Date, with the exception of the obligations set forth in Sections 5.13(c)(v) and 5.13(e) which shall remain in force until the close of business on the thirtieth (30th) day following the expiration of the applicable statute of limitations with respect to the Tax Liabilities in question (giving effect to any waiver, mitigation or extension thereof). To the extent of any conflict between this Section 5.13 and any other provision of this Agreement, this Section 5.13 shall govern; provided, however, that the obligations set forth in this Section 5.13 shall be subject to the provisions regarding indemnification set forth in ARTICLE VII hereof to the extent not expressly inconsistent with this Section 5.13.
