Common use of Survival; Tax Matters Coordination Clause in Contracts

Survival; Tax Matters Coordination. The indemnification obligations contained in this Article VII and the representations and warranties set forth in Sections 3.13(h) and (k) and Section 4.7 shall survive the Closing until thirty (30) days following the expiration of the applicable statutory periods of limitation. The representations and warranties set forth in Section 3.13 (other than the representations and warranties set forth in Sections 3.13(h) and (k)) shall not survive the Closing. Notwithstanding anything to the contrary in this Agreement, (i) indemnification with respect to Taxes and the procedures relating thereto shall be governed exclusively by this Article VII, and, to the extent expressly applicable, Section 10.2(b) and Section 10.3(b) and (ii) the provisions of Article X (other than Section 10.2(b) and Section 10.3(b)) shall not apply.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (McGraw-Hill Global Education LLC), Purchase and Sale Agreement (McGraw-Hill Companies Inc)

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Survival; Tax Matters Coordination. The indemnification obligations contained in under this Article VII and the representations and warranties set forth in Sections 3.13(hSection 3.13(c) and (k) and Section 4.7 shall survive the Closing until thirty (30) days following the expiration of the applicable statutory periods of limitation. The , (ii) the representations and warranties set forth in Section 3.13 (other than the representations and warranties those set forth in Sections 3.13(h) and (kSection 3.13(c)) shall not survive the Closing, and (iii) all other covenants and agreements contained in this Article VII shall survive the Closing in accordance with their terms. Notwithstanding anything to the contrary in this Agreement, (i) indemnification with respect to Taxes and the procedures relating thereto shall be governed exclusively by this Article VII, and, to the extent expressly applicable, Section 10.2(b) VII and Section 10.3(b) 10.1, and (ii) the provisions of Article X (other than Section 10.2(b) and Section 10.3(b)10.1) shall not applyapply to indemnification with respect to Taxes or the procedures relating thereto.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Tronox LTD), Stock and Asset Purchase Agreement (FMC Corp)

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