Survival Generally Clause Samples
The "Survival Generally" clause defines which provisions of a contract will continue to remain in effect after the agreement has ended or been terminated. Typically, this clause specifies that certain obligations—such as confidentiality, indemnification, or dispute resolution—will survive the expiration or termination of the contract, ensuring that parties remain bound by these terms even after their main contractual relationship concludes. Its core practical function is to maintain the enforceability of key obligations that are intended to outlast the contract itself, thereby protecting the interests of the parties beyond the contract's formal duration.
Survival Generally. Except in the case of Fraud and as set out in Sections 8.1(f), (g), (h) and (i), liability for breaches of the representations and warranties of the Parties contained in this Agreement shall terminate upon the expiry of the period of eighteen (18) months following the Closing Date and the covenants of the Parties shall survive the Closing Date for a period of eighteen (18) months following the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall survive for a period of eighteen (18) months following the date by which performance was due.
Survival Generally. Except as set out in Sections 8.1(e), (f), (h) and (i), liability for breaches of the representations and warranties of the parties hereto contained in this Agreement shall terminate upon the expiry of the period of twelve (12) months following the Closing Date, except:
(i) in the case of fraud or intentional misrepresentation, in which case liability shall continue indefinitely; and
(ii) to the extent that, during such period, the party hereto seeking indemnification shall have given notice to the other party hereto from which indemnification of a claim is sought in respect of any such representation, warranty or covenant, in which case liability for such representation, warranty or covenant shall continue in full force and effect until the final determination of such claim.
Survival Generally. The Indemnified Parties shall have no right to recover any amounts pursuant to Article VIII unless Purchaser or Sellers, as applicable, notifies the Seller Representative or Purchaser, as applicable, in writing of such claim pursuant to Section 8.03 on or SMRH:4901-0758-8460.26 -65- 102825 80VE-419046 US-DOCS\165155399.10 before the applicable survival date set forth in this Section 8.01 (the “Survival Date”). Notwithstanding anything to the contrary in this Section 8.01, if a claim brought under this Article VIII with respect to any representation, warranty or covenant of the parties is pending at the conclusion of the applicable Survival Date, such representation, warranty or covenant shall survive with respect to such claim until the final resolution of such claim in accordance with Section 8.01. The parties further acknowledge that (i) the time periods set forth in this Section 8.01 for the assertion of claims under this Agreement are the result of arm’s-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties, and (ii) the parties specifically and unambiguously intend that the survival periods that are set forth in this Section 8.01 shall replace and, as applicable, extend any statute of limitations that would otherwise be applicable.
Survival Generally. Except as provided in Section 10.1(e), liability for (i) breaches of representations and warranties of the Parties contained in this Agreement other than as provided in (ii) and (iii) of this Section 10.1(d) shall terminate on the date that is 12 months immediately following the Closing Date; (ii) breaches of any of the representations and warranties set forth in Section 6.12 (Environmental Matters) shall terminate on the date that is 30 days following the date when such claims are barred by the applicable statute of limitations; (iii) breaches of any Fundamental Representations contained in this Agreement shall survive the Closing indefinitely; (iv) breaches of the covenants and agreements of the Parties contained in this Agreement requiring performance (x) prior to the Closing, shall terminate on the date that is 12 months immediately following the Closing, and (y) after the Closing, shall survive the Closing and terminate when barred by the applicable statute of limitations; and (v) all claims for fraud, willful misconduct and intentional misrepresentation shall survive the Closing and terminate on the date that is 30 days following the date such claims are barred by the applicable statute of limitations. Notwithstanding any provision of this Agreement to the contrary, the right of a Person to any remedy pursuant to this Article X shall not be affected by any investigation or examination conducted, or any knowledge possessed or acquired, by such Person at any time concerning any circumstance, action, omission or event relating to the accuracy or performance of any representation, warranty, covenant or obligation, or by the waiver of any closing condition contained in this Agreement.
Survival Generally. The representations, warranties, covenants, agreements and undertakings of Buyer and Sellers in this Agreement, the SCHEDULES hereto and the Related Agreements and all rights of Buyer and Sellers with respect thereto shall survive the Closing and the sale and transfer of the Shares; provided, however, that survival of the representations and warranties of the parties contained in this Agreement shall be subject to the limitations provided herein. Except as provided in the context of the representations and warranties set forth in Section 3.11 of this Agreement, Buyer agrees to release all contribution claims against Sellers arising under any Environmental Law, as well as any common law regarding the protection of health, safety and the environment,including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.
Survival Generally. (a) The representations and warranties of the Parties contained in this Agreement, the representations, warranties and certifications contained in any certificate or other instrument delivered pursuant to this Agreement (other than the representations and warranties contained in the Master Agreement Amendment, the Intel ATA Amendment, the ST ACA Amendment, any other Ancillary Agreement and, for the avoidance of doubt, the Master Agreement, the Intel ATA and the ST ACA, which are subject to Section 10.1(c)), and the covenants contained in Section 6.1 (Conduct of Business of the Company), Section 7.27 (Micron Financing Cooperation) and Section 7.28 (Additional Financial Statements) shall survive the Closing and continue (regardless of any investigation made by or on behalf of, or other knowledge of, the Parties to this Agreement) for a period of twelve (12) months after the Closing Date, except that (i) the representations and warranties set forth in Section 3.11 (Taxes) shall survive until sixty (60) days after the expiration of the statute of limitations for the collection of the Tax that is the subject of such representation or warranty (taking into account only those extensions thereof that have been approved by Sellers in accordance with Section 7.9), (ii) the representations and warranties set forth in Section 3.32 (Governmental Incentives) and Section 4.11 (Governmental Incentives) shall survive until sixty (60) days after the expiration of the statute of limitations applicable to claims by a Governmental Entity with respect to the Governmental Incentives (in the case of Section 3.32), Intel Governmental Incentives (in the case of Section 4.11(a)) or ST Governmental Incentives (in the case of Section 4.11(b)), as the case may be, that are the subject of such representations and warranties, (iii) the representations and warranties set forth in Section 3.24(e) (Pension Plan Liability) shall survive until sixty (60) days after the expiration of the applicable statute of limitations for any claims that could be made by any Person relating to the subject of such representation and warranty, (iv) the representations and warranties set forth in each of Section 3.1 (Organization and Good Standing), Section 3.2 (Company Capital Structure), Section 3.3 (Subsidiaries), Section 3.4 (Authority and Enforceability), Section 4.1 (Organization and Good Standing), Section 4.2 (Authority and Enforceability), Section 4.5 (Legal Ownership of Shares), Section 5.1 (Organiza...
Survival Generally. (a) Termination of this Agreement for any reason shall not release either party hereto from any liability which at the time of such termination has already accrued to the other party.
(b) In the event this Agreement is terminated by Licensee for any reason, Licensee shall provide Licensor with a written inventory of all Licensed Products that Licensee and its sublicensees and Affiliates have in process of manufacture, in use or in stock and Licensee and its sublicensees and Affiliates shall have the right to sell or otherwise dispose of such Licensed Products and to provide any Licensed Services related thereto for a period of two (2) years after such sale or disposition.
(c) Upon termination of this Agreement for any reason, the irrevocable License granted hereunder any sublicenses granted by Licensee hereunder shall survive, unless specifically terminated by Licensee.
(d) Articles 1, 4, 6, 7, 8, 9 and 11 and Sections 2.4 and 2.6.5 shall survive the expiration and any termination of this Agreement Except as otherwise provided in this Article 6, all rights and obligations of the parties under this Agreement shall terminate upon the expiration or termination of this Agreement.
Survival Generally. All rights of the Parties having accrued prior to expiration or termination of this Agreement shall survive all expirations and terminations of this agreement. In addition, the following shall survive all expirations and terminations of this Agreement (subject to any later expiration provided for in such provisions).
10.5.1 Articles 1, 3, 4 (but solely with respect to Net Sales prior to termination or expiration or as required to implement any surviving royalty obligation provided for under Section 10.4), 9, 10 and 12 ; * = confidential treatment requested; certain confidential information, in the places marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
10.5.2 Sections 2.5, 5.12 (if the Parties are required after termination by law to report to Regulatory Bodies the events covered by the protocol adopted pursuant to such Section)), 8.3.1, the second paragraph of Section 8.3.2, 8.3.3 (to the extent regarding Joint Improvement Patents), 8.3.4, and 8.4 (as regards infringement while this Agreement or any surviving license to Avigen was or is in effect);
10.5.3 All Schedules, including the Supply Terms, except that the Supply Terms shall expire and may be terminated as set forth therein; the Supply Terms will not survive a termination the effects of which are stated in Section 10.3 (except to the extent required to supply Avigen during the transition period provided for in such Section), and except that to the extent Section 10.4 contradicts the Supply Terms Section 10.4 shall prevail and govern in the circumstances in which it applies.
Survival Generally. All indemnities of Buyer set forth in this Agreement shall survive the Close of Escrow and delivery of the Deed and be fully enforceable thereafter. The other provisions of this Agreement which expressly provide for survival shall survive the Close of Escrow and delivery of the Deed as specifically provided herein. All other provisions shall expire and terminate on the Close of Escrow.
Survival Generally. The representations and warranties of the Buyer and the Seller in this Agreement and the indemnities set forth in Sections 6.1(b) and 6.1