Standard — Indefinite Survival of Core Provisions
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Survival. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.


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Exchange Agreements Survival
Standard Clause + Survival of Representations, Warranties, and Covenants
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Survival

Survival of Core Clauses. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [expiration or termination of this agreement / closing].

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD] months.


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Neutral Exchange Agreements Survival
Standard Clause + Survival of Representations and Indemnity
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Survival

Survival of Core Clauses. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [expiration or termination of this agreement / closing].

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD] months.

Survival of Indemnification Obligations. The parties' indemnification obligations under the [INDEMNIFICATION CLAUSE] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement with respect to any claims the indemnified party has notified the indemnifying party of before the termination of the survival period listed above.


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Neutral Exchange Agreements Survival
Merger Agreement
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 Survival Period

Survival of Core Obligations. The parties' obligations under the [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and the [EFFECT OF TERMINATION] subclauses will survive the Closing Date.

Survival of Certain Representations, Warranties, and Covenants. The representations, warranties and covenants (to the extent such covenants relate to the performance of obligations prior to the Closing) of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the Closing Date for 12-months, except for: 

the [ORGANIZATION REPRESENTATION], [AUTHORIZATION REPRESENTATION], and [BROKERS REPRESENTATION] representations, which shall survive the Closing Date indefinitely; and

the [ENVIRONMENTAL MATTERS REPRESENTATION], EMPLOYEE BENEFIT MATTERS REPRESENTATION], and [TAXES REPRESENTATION] representations, which will survive for 60 days after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions); and

any specific covenant contained in this agreement that requires performance after the Closing Date will survive the Closing Date indefinitely.

Survival of Indemnification Obligations. The parties' indemnification obligations under the [INDEMNIFICATION CLAUSE] will survive the Closing Date of this agreement with respect to any indemnifiable proceedings (whether related to direct claims between the parties or to third-party claims) an Indemnified Party has notified the Indemnifying Party of before the termination of the applicable survival period set forth above.


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Neutral Merger Agreement Survival
All obligations survive
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 Survival. The parties' rights and obligations under this agreement will survive the termination of this agreement.


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Survival

About

  • Clause Taxonomy: Survival
  • Organization: Public
  • Updated: 09/21/2017
  • Rating

Overview

The Survival clause specifies which contract provisions will remain in effect after the termination or expiration of the agreement.

Common obligations covered by Survival clauses include Confidentiality, Non-Competition, and Effect of Termination.

After these core obligations, the Survival clause can be highly deal-specific, with certain representations, warranties, and other obligations also continuing.

Our alternative language is meant to be easily adaptable to these more complex Survival clauses. Use the alternative language for the general representations, warranties, and obligations to survive for a certain period, and if need be, an enumerated list of representations, warranties, and obligations that will survive for a longer or shorted period.

Instead of using a Survival clause, a simpler and preferred approach is to specifically provide for survival in each section or clause that is meant to survive. For example, the Non-Complete clause would begin: "During the period beginning on the Effective Date and ending five years after the termination or expiration of this agreement, the Executive will not..."