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Surviving Provisions
Surviving Provisions contract clause examples

Surviving Provisions. Any termination or expiration of this Agreement will not affect the rights and obligations set forth in the following Articles and Sections: Articles 1, 10, 12, 16, 17, 19, 20, 22 and 23, and Sections 2.6, 3.4, 4.12 and 4.133] (to the extent applicable to payments accruing during the Term), 5.6 (to the extent applicable to Licensed Products that become Reversion Products pursuant to [Section 5.6]), 8.1, 8.2, 9.6, 9.7, 9.8, 9.9 (following expiration, but not termination), 11.3, 13.1, 13.3, 15.1 and 15.2.

The Lender’s obligations under this paragraph shall automatically terminate and be superseded by the provisions in the Loan Documentation upon the execution and delivery thereof.

Surviving Provisions. Termination or expiration of this Agreement for any reason shall be without prejudice to: # the survival of rights specifically stated in this Agreement to survive, including as set forth in this Section 12.4; # the rights and obligations of the Parties provided in Sections 2.1 (solely to the extent set forth in Section 12.1), 2.5, 4.4 (solely with respect to the licensee Party to the extent any licenses granted hereunder survive under [Section 12.3.1(c) or 12.3.2(c)])]), 4.5 (solely to the extent required under Applicable Law), 8.3.5, 12.1 (second sentence only), 12.3, 12.5, 13.3, and 13.4 and Articles 1 (solely to the extent defined terms are used in any other surviving provisions), 8 (solely as set out in Section 12.3, and excluding, for clarity, Section 8.1), 9 (for clarity, with respect to 9.1, solely for the period set forth therein), 14 (excluding, solely with respect to Lilly’s indemnification obligations hereunder, any Losses, claims, suits, actions, demands or judgments arising in connection with any Termination Product), and 15, all of which shall survive such termination or expiration, except as provided in this Article 12; and # any other rights or remedies provided at law or equity which either Party may otherwise have, except as otherwise expressly provided for in this Agreement.

Surviving Provisions. The provisions of paragraphs 6, 7 and 17 of this Agreement shall continue to be binding upon the Employee in accordance with their terms, notwithstanding termination of the Employee's employment hereunder for any reason.

Surviving Provisions. The following provisions will survive any expiration or termination of this Agreement for the period of time specified in such provision, or if not specified, then they will survive indefinitely: Article 1 (Definitions), Article 7 (Intellectual Property), Article 9 (Indemnification; Insurance), Article 11 (Confidentiality), Article 12 (Dispute Resolution), and Article 13 (Miscellaneous), and [Section 3.9] (Records); Section 5.1 (License Grant to [[MyoKardia:Organization]]) (solely to the extent provided in [Section 6.4.2(c)] (Royalty Term)), Section 6.3 (Milestone Payments) through

Surviving Provisions. Termination or expiration of this Agreement for any reason shall be without prejudice to:

Surviving Provisions. Termination of this Agreement for any reason shall be without prejudice to rights which expressly survive termination in accordance with the terms of this Agreement, including without limitation, the rights and obligations of the Parties provided in Articles 1 (Definitions) (to the extent necessary to give effect to other surviving provisions), 9 (Restriction on Damages and Insurance), 11 (Confidentiality), 12 (Intellectual Property Indemnification), 13 (General Indemnification), and 15 (General Provisions) (to the extent necessary to give effect to other surviving provisions), and [Sections 2.5] (Sales of Product by Customers) (only to the extent there are customers with remaining Product inventory), 5.5 (Correspondence from Regulatory Authorities), 5.6 (Governmental Authority Inspections), 5.7 (Product Withdrawals and Recalls), 6.7 (Protection of Patient Information), 7.7 ([[Organization A:Organization]] Audit Rights), 7.8 (QIAGEN Audit Rights), 7.9 (Overdue Payments), 8.3 (Regulatory Compliance), 8.6 (Disclaimer), 10.1–10.8 (Intellectual Property), 14.5 (Effect of Termination), and 14.6 (Surviving Provisions), and all Exhibits (to the extent necessary to give effect to other surviving provisions), which shall survive such termination.

The Lender’s obligations under this paragraph shall automatically terminate and be superseded by the provisions in the Loan Documentation upon the execution and delivery thereof.

Surviving Provisions. The following provisions will survive any expiration or termination of this Agreement for the period of time specified in such provision, or if not specified, then they will survive indefinitely: Article 1 (Definitions), [Article 7] (Intellectual Property), [Article 9] (Indemnification; Insurance), [Article 11] (Confidentiality), [Article 12] (Dispute Resolution), and [Article 13] (Miscellaneous), and [Sections 6.3.4] (Royalty Reports) (final report only), 6.4 (Payment Terms; Blocked Payments) (final payment only), 6.5 (Withholding Taxes) (final payment only), 6.6 (Records; Audits), 6.7 (Late Payment), 8.5 (Disclaimer), 10.2.3(b), 10.3 (Consequences of Termination of the Agreement), 10.3.3 (Additional Consequences for Termination by Acceleron for Convenience) 10.3.4 (General Effects of Termination), and 10.3.5 (Surviving Provisions). In addition, [Article 4] (Research, Development, Manufacturing, and Commercialization of Products), [Article 5] (License Grants and Exclusivity) and [Section 6.2] (Milestone Payments) (subject to [Section 10.3.1] (Termination by Acceleron for Material Breach or Insolvency; Alternative to Termination by Acceleron)), the remainder of [Section 6.3] (Royalties) (subject to [Section 10.3.1] (Termination by Acceleron for Material Breach or Insolvency; Alternative to Termination by Acceleron)), and [Sections 6.4] (Payment Terms; Blocked Payments), 6.5 (Withholding Taxes), and 6.6 (Records; Audits) will also survive any termination of this Agreement by Acceleron under [Sections 10.2.2] (Termination for Material Breach) or 10.2.3 (Termination for Insolvency), and the remainder of [Section 6.3] (Royalties), and [Sections 6.4] (Payment Terms; Blocked Payments), 6.5 (Withholding Taxes) and 6.6 (Records; Audits) will also survive any termination of this Agreement by Acceleron under [Section 10.2.1] (Termination for Convenience). Termination of this Agreement will not relieve the Parties of any liability which accrued under this Agreement prior to the effective date of such termination nor preclude either Party from pursuing all rights and remedies it may have under this Agreement or at law or in equity with respect to any breach of this Agreement. The remedies provided in this [Article 10] (Term; Termination) are not exclusive of any other remedies a Party may have in law or equity.

Surviving Provisions. Any termination or expiration of this Agreement will not affect the rights and obligations set forth in the following Articles and Sections: Articles 1, 10, 12, 16, 17, 19, 20, 22 and 23, and Sections 2.6, 3.4, 4.12 and 4.133]3] (to the extent applicable to payments accruing during the Term), 5.6 (to the extent applicable to Licensed Products that become Reversion Products pursuant to [Section 5.6]), 8.1, 8.2, 9.6, 9.7, 9.8, 9.9 (following expiration, but not termination), 11.2(b) (with respect to the last sentence thereof, solely with respect to the manufacture, use, offer to sell, sale, importation or other disposition of the applicable Licensed Products prior to the expiration or termination of this Agreement), 11.3, 13.1, 13.3, 15.1, 15.2 and 15.3.

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