SUCCESSORSHIP AND SURVIVABILITY Sample Clauses

SUCCESSORSHIP AND SURVIVABILITY. 12.1 The subcontracting obligations described in Article 3 are independent obligations of Primary Employer which shall survive any full or partial termination of Primary Employer’s involvement in the Project for any reason, including, without limitation: (i) any full or partial termination or transfer of Primary Employer’s right to control and coordinate construction work on the Project; (ii) any full or partial termination or transfer of a contract, if any, between Primary Employer and any Owner for any Covered Work; (iii) the transfer of all or any portion of the Project or any interest in the Project by any Project Owner; or (iv) any other event that results in the replacement of Primary Employer with another contractor.
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SUCCESSORSHIP AND SURVIVABILITY. Section 17.1. The subcontracting obligations described in Article 1 are independent obligations of Primary Employer which shall survive any full or partial termination of Primary Employer’s involvement in the Project for any reason, including:
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SUCCESSORSHIP AND SURVIVABILITY. 11.1. This Agreement is and shall be binding and legally effective upon (i) any successor to Primary Employer, whether by merger, consolidation, acquisition or otherwise, and (ii) any person or entity that acquires all or any portion of Primary Employer’s right, title or interest in the Project whether by sale, lease, or other transfer, or contribution to partnership, joint venture or other entity. Any agreement for a sale, lease, contribution or other transfer of the Project by the Primary Employer, or an agreement for a merger or acquisition including ownership or control of Primary Employer, shall include an express assumption of the obligations and undertakings of Primary Employer under this Agreement, including this successorship provision. Within ten (10) business days following the close of any sale, acquisition, merger, lease or other transfer covered by this Section 11.1, Primary Employer shall provide the State Council and the Local Council with written notice thereof and an original, executed assumption of this Agreement. Any sham transfer is a breach of this clause and shall not release Primary Employer from any of its obligations or undertakings under this Agreement.
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SUCCESSORSHIP AND SURVIVABILITY. 16.1. The subcontracting obligations described in Article 3 are independent obligations of Primary Employer which shall survive any full or partial termination of Primary Employer’s involvement in the Project for any reason, including: (i) any full or partial termination or transfer of Primary Employer’s right to control and coordinate construction work on the Project Real Property; (ii) any full or partial termination or transfer of a contract, if any, between Primary Employer and any Project owner for any Covered Work; (iii) the sale or other transfer of all or any portion of the Project Real Property or any interest in the Project Real Property by any Project owner; or (iv) any other event that results in the replacement of Primary Employer with another contractor.
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SUCCESSORSHIP AND SURVIVABILITY. Section 17.1. The subcontracting obligations described in Article 1 are independent obligations of Primary Employer which shall survive any full or partial termination of Primary Employer’s involvement in the Project for any reason, including: (i) any full or partial termination or transfer of Primary Employer’s right to control and coordinate construction work on the Project; (ii) any full or partial termination or transfer of a contract, if any, between Primary Employer and Developer for any Covered Work; (iii) the sale, lease or other transfer of all or any portion of the Project Real Property or any interest in the Project Real Property by any Project owner; or (iv) any other event that results in the replacement of Primary Employer with another contractor. Provided, however, Primary Employer shall be released from all obligations under this Agreement with respect to all or any portion of the Project, including liability for the payment of damages, and shall have no liability for any breach of this Agreement by a successor, upon Primary Employer’s receipt of a fully executed release by the Unions substantially in the form of the release attached to either a “Full Assumption Agreement” (attached hereto as Attachment ) or “Partial Assumption Agreement” (attached hereto as Attachment ) ( each, a “Release”). A successor that is able to purchase the Project, or a portion of the Project, as applicable, shall be conclusively presumed to have the legal capacity and financial means to complete the Project if, as of the closing of the purchase, either: (i) such purchaser does not encumber the Project with a deed of trust or lien securing payment of money; or (ii) the purchaser is an arms-length third party, unaffiliated with its seller, and the purchaser encumbers the Project with one or more deeds of trust or other liens in favor of a federal or state bank, life insurance company, federal or state savings and loan association, or other institutional lender regulated by federal or state authority securing loan(s) to provide funds for the purchase and/or construction.
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Related to SUCCESSORSHIP AND SURVIVABILITY

  • Survivability Expiration or termination of the Grant Agreement for any reason does not release Grantee from any liability or obligation set forth in the Grant Agreement that is expressly stated to survive any such expiration or termination, that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the Grant Agreement, including without limitation the provisions regarding return of grant funds, audit requirements, records retention, public information, warranty, indemnification, confidentiality, and rights and remedies upon termination.

  • Termination and Survival (a) This Agreement shall become effective as of the date of this Agreement.

  • Disclaimer of Warranties; Limitation of Liability OSA warrants that it is entitled to grant the licenses granted in this Agreement. THE ONLINE JOURNALS ARE PROVIDED “AS IS” AND, EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, OSA MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE ONLINE JOURNALS, INCLUDING THEIR QUALITY, PERFORMANCE, COMPATIBILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OSA SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM THE UNAVAILABILITY OF THE ONLINE JOURNALS, OSA’S PERFORMANCE OR TERMINATION OF THIS AGREEMENT, INTERRUPTION OF THE SERVICES PROVIDED HEREUNDER, OR ARISING OUT OF OR IN CONNECTION WITH LICENSEE’S USE OF THE ONLINE JOURNALS. OSA SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT SHALL OSA’S LIABILITY EXCEED THE AMOUNT PAID TO OSA BY THE LICENSEE FOR THE ONLINE JOURNAL SUBSCRIPTION FOR THE CURRENT SUBSCRIPTION YEAR IN WHICH ANY CLAIM, LOSS OR DAMAGE OCCURRED, INCLUDING WITHOUT LIMITATION DUE TO NEGLIGENCE. No claim may be made against OSA unless suit is filed thereon within one (1) year after the event giving rise to the claim.

  • Limitations and Exceptions In calculating a Recovery, the following shall not be included:

  • Term and Survival a) Subject to earlier termination as provided below, this Service Agreement is for the total duration of the Company’s Offering (the “Initial Term”) unless either party requests termination at least 30 days prior to the end of the then-current term.

  • Warranties Limitation of Liability The Company will use commercially reasonable efforts to provide the Services in a good and workmanlike manner in accordance with the sound and prudent practices of providers of similar services. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, THE COMPANY MAKES NO (AND HEREBY DISCLAIMS AND NEGATES ANY AND ALL) WARRANTIES OR REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. IN NO EVENT WILL THE COMPANY OR ANY OF ITS AFFILIATES BE LIABLE TO ANY OF THE PERSONS RECEIVING ANY SERVICES OR TO ANY OTHER PERSON FOR ANY EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES RESULTING FROM ANY ERROR IN THE PERFORMANCE OF SUCH SERVICE, REGARDLESS OF WHETHER THE PERSON PROVIDING SUCH SERVICE, ITS AFFILIATES OR OTHERS MAY BE WHOLLY, CONCURRENTLY, PARTIALLY OR SOLELY NEGLIGENT OR OTHERWISE AT FAULT, EXCEPT TO THE EXTENT SUCH EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARE PAID BY THE PARTY INCURRING SUCH DAMAGES TO A PERSON THAT IS NOT A PARTY TO THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 2.05 WILL SURVIVE TERMINATION OF THIS AGREEMENT.

  • Severability and Survival To the extent any provision of this paragraph 28 is found to be unenforceable, it will be severed so the parties’ intent to arbitrate will survive and arbitration will proceed without such provision . All of the terms and provisions of this paragraph 28 will survive the termination or expiration of this Agreement.

  • WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES 6.1 Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable care and skill in all material respects as described in the Service Specifications. If the Services provided to You were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency in the Services (including, as applicable, the service request number notifying us of the deficiency in the Services).

  • Limitation of Warranties The warranties made by BNYM in this Schedule C, and the obligations of BNYM under this Schedule C, run only to Company and not to its affiliates, its customers or any other persons.

  • Warranties Disclaimers (a) The Licensor represents and warrants that (i) it owns and has the right to license the Marks licensed under this Agreement and (ii) the Marks do not infringe upon the rights of any third parties.

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