Survival; Continuing Obligations Clause Samples
The "Survival; Continuing Obligations" clause defines which contractual obligations and rights remain in effect even after the agreement has ended or been terminated. Typically, this clause specifies that certain provisions—such as confidentiality, indemnification, or dispute resolution—will continue to bind the parties beyond the contract’s expiration. Its core function is to ensure that essential responsibilities and protections persist as needed, thereby preventing gaps in enforcement or liability after the formal relationship concludes.
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Survival; Continuing Obligations. All representations, warranties and covenants made in this Agreement shall survive the execution of this Agreement, and consummation of the transactions contemplated herein; provided, however, that unless explicitly specified to the contrary, the representations and warranties set forth in Articles 10.1.1 through 10.1.4 and Article 10.1.12 and Articles 10.2.1 through 10.2.4 and Article 10.2.7 shall be made solely as of the execution date of this Agreement. Termination of this Agreement for any reason shall not relieve or release the parties of any obligations accruing before termination occurred. Further, the obligations of the parties under Articles 6.2 through 6.4 (Non-Conforming Goods), 7 (Records and Inspections), 8 (Term and Termination), 9 (Ownership and Product Specifications), 11 (Confidentiality), 12 (Insurance), 13 (Indemnification), 14 (Notices), 15 (Taxes) and 17 (Miscellaneous), shall survive the expiration or termination of this Agreement in accordance with their respective terms.
Survival; Continuing Obligations. In addition to any provisions of this Agreement that by their express terms shall survive its expiration or termination, the following provisions shall survive any expiration or termination of this Agreement: Sections 2.2, 2.3, 2.4, 4.3.6, 4.9, 4.13, 5.7, 7.1, 7.2, 7.5.5, 7.8, 9.1, 10.2, 11.7, and 11.8 (provided, that Sections 2.2, 2.3, 2.4, 4.13, 7.5.5 and 7.8 shall only survive for the periods set forth in each such respective provision), and Articles 8, 13 and 14 (provided, that Article 8 shall only survive for the period set forth in such provision), as well as any provisions required to interpret and enforce the Parties’ rights and obligations under this Agreement shall survive this Agreement, but only to the extent required for the full observation and performance of this Agreement.
Survival; Continuing Obligations. Termination of this Agreement shall not affect any right or obligation of any party which is accrued or vested prior to such termination. Without limiting the scope of the preceding sentence, the provisions of Article V, Article VI and Article VII will survive any termination of the consulting relationship and/or of this Agreement.