Scope, Survival, Etc Clause Samples

The "Scope, Survival, Etc" clause defines the extent of the agreement’s provisions and specifies which obligations or rights continue to apply after the contract ends. Typically, it clarifies which sections—such as confidentiality, indemnification, or dispute resolution—remain in effect beyond termination or expiration of the contract. This ensures that critical protections and responsibilities persist as intended, preventing gaps in coverage or enforcement after the main contractual relationship concludes.
Scope, Survival, Etc. (1) Lessee shall be obligated under this Section 9 and Schedule 6 as a primary obligor irrespective of whether an Indemnified Party or Tax Indemnitee shall also be indemnified, guaranteed or insured with respect to the same matter under any of the Operative Documents or otherwise by any other Person, and such Indemnified Party or Tax Indemnitee may proceed directly against Lessee under this Section 9 and/or Schedule 6 without first resorting to any such other rights of indemnification, guarantee or insurance and without declaring this Lease Agreement to be in default or taking other action under any Operative Document. (2) All indemnities provided for in this Section 9 (except as provided in in Section 9.2(3)) and Schedule 6 (except as provided in Section 2(3) of Schedule 6) shall survive and remain in full force and effect, notwithstanding the expiration or termination of the Lease Term or of any Operative Documents (other than as provided in Section 2 of Part II of Schedule 3), the return of the Aircraft and the payment in full of all sums payable under the Operative Documents. (3) Lessee acknowledges that the Indemnified Parties and Tax Indemnitees, or any of them, may authorize Lessor, by notice in writing to Lessor and Lessee, to make claims and demands under any indemnity under any Operative Document on behalf of such Indemnified Parties and Tax Indemnitees, and Lessee shall be obligated to make all payments pursuant to any such indemnity to Lessor, to the extent claimed by Lessor on behalf of such Indemnified Parties and Tax Indemnitees (it being understood that Lessee is entitled to, and shall, conclusively rely upon the instructions of Lessor with respect to the payment of amounts owing to any Indemnified Party or Tax Indemnitee under the indemnities); provided that before any Indemnified Party or Tax Indemnitee authorizes Lessor to make such claims or demands, such indemnified person must agree in writing to be bound by Section 9.5 and 19.6 and Section 6 of Schedule 6. (4) Each Indemnified Party and Tax Indemnitee will give prompt written notice to Lessee of any liability of which such party has knowledge for which Lessee is, or may be, liable under Section 9.1 or Schedule 6 provided that failure to give such notice will not prejudice or otherwise affect any of the rights of the Indemnified Parties or Tax Indemnitees under Section 9.1 or Schedule 6 except to the extent Lessee’s rights to contest are prejudiced or any penalties or interest is incu...
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Scope, Survival, Etc. 9.5.1 Lessee shall be obligated under this Section 9 and Schedule 5 as a primary obligor irrespective of whether an Indemnified Party shall also be indemnified, guaranteed or insured with respect to the same matter under any of the Operative Documents or otherwise by any other Person, and such Indemnified Party may proceed directly against Lessee under this Section 9 and/or Schedule 5 without first resorting to any such other rights of indemnification, guarantee or insurance. 9.5.2 All indemnities, obligations, adjustments and payments provided for in this Section 9 and Schedule 5 shall, to the extent herein provided, survive and remain in full force and effect, notwithstanding the expiration or termination of the Lease Term or of this Lease Agreement or any other Operative Documents and the payment in full of all sums payable under the
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Related to Scope, Survival, Etc

  • Indemnification and Survival Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • Survival of Representations Indemnification 4.1 Survival of Representations. All representations, warranties, and agreements made by any party in this Agreement or pursuant hereto shall survive the execution and delivery hereof and any investigation at any time made by or on behalf of any party for a period not to exceed 180 days.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.