Survivals Clause Samples
The Survivals clause specifies which obligations or rights in a contract will continue to be enforceable even after the agreement has ended or been terminated. Typically, this clause identifies provisions such as confidentiality, indemnification, or dispute resolution that remain in effect beyond the contract’s expiration. Its core practical function is to ensure that important responsibilities or protections do not lapse simply because the main contract has concluded, thereby safeguarding the parties’ interests after the contractual relationship ends.
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Survivals. All covenants, agreements, representations and warranties made herein shall, except to the extent otherwise provided herein, survive the execution and delivery of this Agreement, the execution and delivery of the Notes, and shall continue in full force and effect so long as Investor has any commitment, any Notes remain outstanding or unpaid or any obligation to perform any other act under this Agreement or the Transaction Documents otherwise remains unsatisfied.
Survivals. Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuers, the Collateral Trustee, the Collateral Manager and, if applicable, the Holders, as the case may be, under Sections 2.7 (Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved), 4.2 (Application of Trust Money), 5.4(d) (Remedies), 5.9 (Unconditional Rights of Secured Debtholders to Receive Principal and Interest), 5.18 (Action on the Debt), 6.1 (Certain Duties and Responsibilities), 6.3 (Certain Rights of Collateral Trustee), 6.6 (Money Held in Trust), 6.7 (Compensation and Reimbursement), 7.1 (Payment of Principal and Interest), 7.3 (Money for Debt Payments to be Held in Trust), 13.1 (Subordination) and 14.15 (Liability of Issuers) shall survive.
Survivals. Termination or expiration of this Agreement shall not relieve either Party of any obligation of such Party accrued prior to such termination or expiration. Any termination or expiration of this Agreement shall be without prejudice to the rights of either Party against the other accrued under this Agreement prior to termination or expiration hereof. The provisions of Articles 1, 3, 5, and 7 shall survive the termination or expiration of this Agreement. Notwithstanding the termination of this Agreement pursuant to this Article VII, any sublicenses of Patent Rights granted by TKT hereunder prior to such termination shall survive such termination. In such event, CELL GENESYS shall have the right to receive directly from the sublicensee any payments or other consideration otherwise payable to TKT as the sublicensor under such sublicense, and to otherwise exercise all of the rights of TKT as the sublicensor under such sublicense; provided however that CELL GENESYS shall not assume, and shall not be responsible for, any representations, warranties, promises or obligations of TKT to any sublicensees other than the licenses under such sublicenses.
Survivals. Termination of this Agreement shall not relieve either Party of any obligation of such Party accrued prior to such termination hereunder.
Survivals. Each party’s obligations under this Agreement which, by their nature, will continue beyond termination or expiration of this Agreement, including, by way of illustration only and not limitation, Confidentiality and Warranty; Indemnity; Limitation of Liability shall survive any termination or expiration of this Agreement.
Survivals. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby.
Survivals. All covenants agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making of the Loan herein contemplated and shall continue in full force and effect so long as any portion of the Loan shall be outstanding and unpaid.
Survivals. The obligations of the parties under Sections 3.3, 4.5, 5, 6, 7, 8, 9, 10.1, 10.2 and 10.6 shall survive the termination of this Agreement.
Survivals. Upon expiration or termination of this Agreement, all fights and obligations of the Parties hereunder shall immediately cease, except as to Articles 15, 16, 17, 19, 21 (royalty obligation only), 22, 23, 24, 27 and 30 which shall survive in accordance with their terms. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
Survivals. The provisions of Sections 4.6, 4.12, 5.3(b), 6.2, 6.3, 6.4, 8.3, 8.5 and Article XI shall survive the termination of this Agreement. BOARD OF COUNTY COMMISSIONERS, OTERO COUNTY, NEW MEXICO By: , Chair (SEAL) ATTEST: By: ▇▇▇▇▇ ▇▇▇▇▇▇, County Clerk STATE OF NEW MEXICO ) COUNTY OF ▇▇▇▇▇ ) This instrument was acknowledged before me on this day of , 2021, by (NOTARY SEAL) Notary Public My Commission Expires: BUENA VISTA ENERGY CENTER, LLC, a Delaware limited liability company By: Name: Title: Vice President STATE OF ) ) COUNTY OF ) This instrument was acknowledged before me on this day of June, 2019, by (NOTARY SEAL) Notary Public My Commission Expires:
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