Common use of Survival; Tax Matters Coordination Clause in Contracts

Survival; Tax Matters Coordination. The indemnification obligations under this Article VII and the representations and warranties set forth in Section 3.13(c) shall survive until thirty (30) days following the expiration of the applicable statutory periods of limitation, (ii) the representations and warranties set forth in Section 3.13 (other than those set forth in Section 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 Section 10.1, and (ii) the provisions of Article X (other than Section 10.1) shall not apply 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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Survival; Tax Matters Coordination. The indemnification obligations under contained in this Article VII and the representations and warranties set forth in Sections 3.13(h) and (k) and Section 3.13(c) 4.7 shall survive the Closing until thirty (30) days following the expiration of the applicable statutory periods of limitation, (ii) the . The representations and warranties set forth in Section 3.13 (other than those the representations and warranties set forth in Section 3.13(cSections 3.13(h) and (k)) 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 VII, and, to the extent expressly applicable, Section 10.2(b) and Section 10.1, 10.3(b) and (ii) the provisions of Article X (other than Section 10.110.2(b) and Section 10.3(b)) shall not apply to indemnification with respect to Taxes or the procedures relating theretoapply.

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 under this Article VII and the representations and warranties set forth in Section 3.13(c3.16 (Taxes) shall survive until thirty sixty (3060) days following the expiration of the applicable statutory periods of limitationlimitation (including, (ii) for the representations and warranties set forth in Section 3.13 (other than those set forth in Section 3.13(cavoidance of doubt, any extensions)) 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 VII, Section 8.1 and the expressly applicable loss limitation provisions of Section 10.18.4, and (ii) the provisions of Article X VIII (other than Section 10.18.1 and the expressly applicable loss limitation provisions of Section 8.4) shall not apply to indemnification with respect to Taxes or the procedures relating thereto.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Commercial Metals Co)

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