Continuance in Effect Clause Samples

The "Continuance in Effect" clause ensures that certain provisions of an agreement remain legally binding even after the main contract has expired or been terminated. Typically, this clause applies to obligations such as confidentiality, indemnification, or dispute resolution, which are intended to survive beyond the contract's duration. By specifying which terms continue to apply, the clause provides clarity and prevents important responsibilities from lapsing, thereby protecting the interests of the parties after the contractual relationship ends.
Continuance in Effect. Applicable provisions of this Agreement shall continue in effect after termination to the extent necessary to satisfy the terms and conditions of this Agreement and, as applicable, to provide for, for example, removal of Control Devices from Participating Facilities as may be requested by a Participant and provided for under Appendices C and D, final ▇▇▇▇▇▇▇▇ and adjustments related to any period prior to termination, repayment of any money due and owing either Party pursuant to this Agreement, and the indemnifications specified in this Agreement.
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Continuance in Effect. For greater certainty, notwithstanding any termination of the employment of the Executive, the provisions of this Agreement shall continue in full force and effect in accordance with their terms, including, without limitation, (i) the provisions of Article 6, (ii) rights to indemnification and insurance under the Indemnification Agreement, Charter, By-Laws and directors’ and officers’ insurance policies maintained by the Corporation and (iii) rights to which the Executive is entitled by virtue of his participation in the employee benefits plans, policies and arrangements of the Corporation, all in accordance with the terms of the relevant plans and agreements.
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Continuance in Effect. In the event of a Qualifying Termination, the Executive’s covenants pursuant to Sections 6.3 (Non-Competition), 6.4 (Non-Solicitation of Customers), 6.5 (Non-Solicitation of Employees), 6.6 (Non-Interference with Suppliers) and 6.10 (Merger Transactions) of the Employment Agreement shall extinguish on the Date of Termination. Except as expressly provided for in the preceding sentence and for greater certainty, notwithstanding any Termination of the Executive, the provisions of the Employment Agreement shall continue in full force and effect in accordance with their terms, including, without limitation, (i) the provisions of Article 6, (ii) rights to indemnification and insurance under the Indemnification Agreement, Charter, By-Laws and directors’ and officers’ insurance policies maintained by the Corporation and (iii) rights to which the Executive is entitled by virtue of his participation in the employee benefits plans, policies and arrangements of the Corporation, all in accordance with the terms of the relevant plans and agreements.
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Continuance in Effect. In addition to those set forth in Section 15.11, applicable provisions of this Agreement shall continue in effect after termination to the extent necessary to: (a) satisfy the terms and conditions of this Agreement; (b) provide for removal of Control Devices from Participating Facilities as may be requested by a Participant and provided for under Appendix C; (c) establish final ▇▇▇▇▇▇▇▇ and adjustments related to any period prior to termination or the repayment of any money due and owing either Party pursuant to this Agreement; and/or (d) comply with the indemnifications specified in this Agreement. The Confidentiality provision of Section 15.5 shall survive any termination of this Agreement for a period of three (3) years following the date of such termination.
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Related to Continuance in Effect

  • Agreement in Effect Except as hereby amended, the Partnership Agreement shall remain in full force and effect.

  • Change in Effective Control A Change in Effective Control occurs if, over a twelve (12) month period: (i) a person or group acquires stock representing thirty percent (30%) of the voting power of the corporation; or (ii) a majority of the members of the board of directors of the ultimate parent corporation is replaced by directors not endorsed by the persons who were members of the board before the new directors’ appointment, as defined in Treasury Regulations §1.409A-3(i)(5)(vi).

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

  • Change in Ownership of a Substantial Portion of the Company’s Assets A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

  • Certain Effects of Termination If this Agreement is terminated as provided in Section 6.01, except as set forth in Section 7.03, this Agreement shall become null and void and have no further force or effect, but the parties shall not be released from any liability arising from or in connection with any breach hereof occurring prior to such termination.