Survival and Conflict. Notwithstanding any other provision of this Agreement to the contrary, the obligations of the Parties hereto set forth in this Section 6.6 will survive until thirty (30) days following the expiration of the applicable Tax statute of limitations date, and will not be subject to any limitations, conditions or requirements contained in other Sections of this Agreement; provided, however, that written notice of a Claim specifying in reasonable detail the specific nature of the disputed taxes (“Tax Dispute”) delivered in good faith and received within thirty (30) days following the expiration of the applicable Tax statute of limitations date shall survive until the earlier to occur of (A) the date on which a final non-appealable resolution of the matter described in such Tax Dispute has been reached or (B) the date on which the matter described in such Tax Dispute has otherwise reached final resolution. Further, in the event of a conflict between the provisions of this Section 6.6 and any other provision of this Agreement, this Section 6.6 will prevail.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Stone Energy Corp)