A survival clause ensures that certain provisions of a contract continue to be enforceable even after the agreement has been terminated or expired. This clause typically includes obligations such as confidentiality, indemnification, and dispute resolution, which may be necessary to uphold beyond the contract's end date.
Survival Clause. Sections 2, 4, and 7 shall survive the expiration or termination of this Consulting Agreement for any reason. Except as otherwise provided in this Section 3d, all rights and obligations of the parties herein shall terminate upon the expiration or termination of this Consulting Agreement.
Note: “3,” “4,” and “5” above to be included in survival clause.
SURVIVAL CLAUSE The Parties expressly acknowledge and agree that the exclusivity undertakings established under the Letter of Intent signed between Veridia Holding B.V. and the Borrower on 21 February 2023 (a copy of which is attached as Schedule 5) will survive the expiration or termination of this Agreement.
Term and Termination/ Survival Clause. This Agreement shall automatically terminate upon the expiration of six (6) months from the date hereof, and may be earlier terminated by either party for any reason upon fifteen (30) days’ prior written notice to the other. Rights and obligations under this Agreement which by their nature should survive, including, but not limited to any and all payment obligations by Angel Oak to Consultant will remain in effect after termination or expiration hereof in accordance with Section 4 above. Notwithstanding the foregoing, in the event of the death or disability of Consultant, Consultant (or Consultant’s estate) shall receive accrued Consulting Fees, Out of Pocket Expenses and Stranded Personnel Costs through the date of Consultant’s death or disability, as applicable, and this Agreement shall automatically terminate as of such date, with no further liability to the parties hereunder; provided, however, that in the event of Consultant’s death or disability, as applicable, Consultant (or Consultant’s estate) shall also be entitled to receive the IPO Fee for a Fund’s Initial Public Offering upon the closing of the same, if (i) the Fund’s Initial Public Offering closes within twelve (12) months of Consultant’s death or disability, as applicable, and (ii) Consultant materially participated in discussions with duly authorized executive personnel of the lead underwriter(s) of the Fund’s Initial Public Offering.
SURVIVAL CLAUSE The obligations of the parties contained in Articles 5, 6, 8, 9, 10, 14 and 15 shall survive termination of this Agreement and remain in full force and effect indefinitely.
Limited Survival: The Parties’ respective obligations under the Merger Agreement at Section 7.5(a) survive and at Section 7.5(c) survive.
Exceptions to limited survival: Notwithstanding anything in the Limited Survival clause above seemingly or arguably to the contrary, that Limited Survival provision shall not extend to, nor provide for or allow the survival or revival of, any actual or potential claims or rights of Terra Tech based on: a. The Employment Agreement, or any version of it, said obligations being fully, finally and forever released and discharged, notwithstanding that said Employment Agreement might be considered a “Transaction Agreement executed by OneQor” under the language of the Merger Agreement. b. Any direct or indirect claim for any form of liability for the claims noted as released in Section 2(d)(i)(E)(2) hereof. c. Any claim based on Sections 7.2 or 7.3 of the Merger Agreement.
Survival Clause. The provisions of this Article 7 shall survive each of the Closing Dates.
Survival Clause. Except as expressly provided for herein, the terms and provisions contained herein shall merge in the deed and shall not survive the Closing.
Survival Clause. The respective representations, warranties, agreements and other statements of the Company and the Holder set forth in this Agreement or made by or on behalf of the Exchanging Holders pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Company, any of its officers or directors, the Holder or any of its respective officers or directors, or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Securities.
Survival Clause. The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Company or its directors or officers and (c) delivery of and payment for the Notes under this Agreement.
A Survival Clause is a provision in a contract that stipulates which rights, obligations, or terms will remain in effect after the expiration or termination of the agreement. It ensures that certain key elements of the contract continue to govern the parties’ relationship even after the main contractual obligations have been concluded. This clause is crucial for protecting the interests of the parties involved, particularly for matters that require ongoing responsibility or enforcement.
You should consider using a Survival Clause in situations where certain obligations or rights need to persist beyond the life of the contract. Common scenarios include:
When writing a Survival Clause, clear and precise language is crucial. Here’s a generic template that can be tailored to specific contracts:
Survival: The provisions of this Agreement that by their nature and context are intended to survive the termination or expiration of this Agreement, including but not limited to [list specific provisions, e.g., confidentiality, indemnification], shall so survive.
Ensure the language explicitly states which clauses or provisions will continue and the duration for which they will survive, if applicable.
Survival Clauses are commonly found in contracts where it is important to extend certain obligations beyond the contract’s termination. Some examples include:
Including a well-drafted survival clause in these contracts helps manage risks and protect parties from future disputes or liabilities.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A tax disclaimer clause states that the parties to the contract are responsible for their respective tax obligations and clarifies that the company providing a service or product will not be held liable for any tax-related issues or penalties incurred by the other party. This clause ensures that each party independently handles their tax liabilities in compliance with relevant laws.
The "Taxes and Duties" clause specifies that each party is responsible for its own taxes and duties associated with the execution and performance of the contract. It may also outline the obligations for withholding taxes and state any requirements for the provision of tax-related documents.
The tenant improvement allowance is a sum of money provided by a landlord to a tenant to cover the costs of renovating or customizing the leased space according to the tenant's needs. This allowance is typically negotiated as part of a commercial lease agreement and helps make the space more suitable for the tenant's business operations.
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