SUCCESSORSHIP AND SURVIVABILITY Clause Samples

The Successorship and Survivability clause ensures that the rights and obligations established in an agreement continue to apply even if one of the parties undergoes a change, such as through merger, acquisition, or assignment. In practice, this means that if a company is bought or merges with another entity, the new or resulting organization is still bound by the terms of the original contract. Additionally, certain provisions—such as confidentiality or indemnification—may be specified to survive the termination or expiration of the agreement. This clause is essential for maintaining continuity and protecting the interests of the parties, regardless of changes in ownership or the conclusion of the contract.
SUCCESSORSHIP AND SURVIVABILITY. 12.1 The subcontracting obligations described in Article 3 are independent obligations of Primary Employer which shall survive any full or partial termination of Primary Employer’s involvement in the Project for any reason, including, without limitation: (i) any full or partial termination or transfer of Primary Employer’s right to control and coordinate construction work on the Project; (ii) any full or partial termination or transfer of a contract, if any, between Primary Employer and any Owner for any Covered Work; (iii) the transfer of all or any portion of the Project or any interest in the Project by any Project Owner; or (iv) any other event that results in the replacement of Primary Employer with another contractor. 12.2 The parties agree that: (i) if Primary Employer’s involvement in the Project is terminated as described in Section 12.1, and (ii) Covered Work is performed by a contractor or subcontractor that is not in compliance with the provisions of Article 3, then Primary Employer shall pay liquidated damages, as described in Section 12.3, to compensate for the actual damages caused by reason thereof. The parties agree that such damages would be unreasonably difficult, costly, inconvenient or impracticable to calculate and, accordingly, they agree to liquidated damages which bear a reasonable relationship to the actual harm suffered by the Union and their members, as provided in Section 12.3 (“Liquidated Damages”). 12.3 In the event that Liquidated Damages are owed as described in Section 12.2, Primary Employer shall pay $30.00 for each hour that work was performed on the Project within the scope of this Agreement by employees of contractors or subcontractors who are not signed to this Agreement. The Liquidated Damages shall be paid as follows: Half to the qualified pension plan and half to the qualified health and welfare plan of the Union having jurisdiction over the work performed by the contractor not signatory to this Agreement. The parties agree that the Unions shall enforce, collect and receive Liquidated Damages pursuant to Article 12 on behalf of its qualified pension plan and its qualified health and welfare plan. The qualified pension plans and the qualified health and welfare plans shall have no right to enforce independently the provisions of this Agreement, including, but not limited to, the Liquidated Damages provisions contained in Article 12. This Agreement to pay liquidated damages does not constitute a waiver of the Primary...
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SUCCESSORSHIP AND SURVIVABILITY. Section 17.1. The subcontracting obligations described in Article 1 are independent obligations of Primary Employer which shall survive any full or partial termination of Primary Employer’s involvement in the Project for any reason, including: (i) any full or partial termination or transfer of Primary Employer’s right to control and coordinate construction work on the Project; (ii) any full or partial termination or transfer of a contract, if any, between Primary Employer and Developer for any Covered Work;
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SUCCESSORSHIP AND SURVIVABILITY. 11.1. This Agreement is and shall be binding and legally effective upon (i) any successor to Primary Employer, whether by merger, consolidation, acquisition or otherwise, and (ii) any person or entity that acquires all or any portion of Primary Employer’s right, title or interest in the Project whether by sale, lease, or other transfer, or contribution to partnership, joint venture or other entity. Any agreement for a sale, lease, contribution or other transfer of the Project by the Primary Employer, or an agreement for a merger or acquisition including ownership or control of Primary Employer, shall include an express assumption of the obligations and undertakings of Primary Employer under this Agreement, including this successorship provision. Within ten (10) business days following the close of any sale, acquisition, merger, lease or other transfer covered by this Section 11.1, Primary Employer shall provide the State Council and the Local Council with written notice thereof and an original, executed assumption of this Agreement. Any sham transfer is a breach of this clause and shall not release Primary Employer from any of its obligations or undertakings under this Agreement. 11.2. This Article 11 shall be enforceable in any court of competent jurisdiction, and shall not be subject to the grievance procedure of Article 8.
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SUCCESSORSHIP AND SURVIVABILITY. 16.1. The subcontracting obligations described in Article 3 are independent obligations of Primary Employer which shall survive any full or partial termination of Primary Employer’s involvement in the Project for any reason, including: (i) any full or partial termination or transfer of Primary Employer’s right to control and coordinate construction work on the Project Real Property; (ii) any full or partial termination or transfer of a contract, if any, between Primary Employer and any Project owner for any Covered Work; (iii) the sale or other transfer of all or any portion of the Project Real Property or any interest in the Project Real Property by any Project owner; or (iv) any other event that results in the replacement of Primary Employer with another contractor.
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SUCCESSORSHIP AND SURVIVABILITY. Section 17.1. The subcontracting obligations described in Article 1 are independent obligations of Primary Employer which shall survive any full or partial termination of Primary Employer’s involvement in the Project for any reason, including: (i) any full or partial termination or transfer of Primary Employer’s right to control and coordinate construction work on the Project; (ii) any full or partial termination or transfer of a contract, if any, between Primary Employer and Developer for any Covered Work; (iii) the sale, lease or other transfer of all or any portion of the Project Real Property or any interest in the Project Real Property by any Project owner; or (iv) any other event that results in the replacement of Primary Employer with another contractor. Provided, however, Primary Employer shall be released from all obligations under this Agreement with respect to all or any portion of the Project, including liability for the payment of damages, and shall have no liability for any breach of this Agreement by a successor, upon Primary Employer’s receipt of a fully executed release by the Unions substantially in the form of the release attached to either a “Full Assumption Agreement” (attached hereto as Attachment ) or “Partial Assumption Agreement” (attached hereto as Attachment ) ( each, a “Release”). A successor that is able to purchase the Project, or a portion of the Project, as applicable, shall be conclusively presumed to have the legal capacity and financial means to complete the Project if, as of the closing of the purchase, either: (i) such purchaser does not encumber the Project with a deed of trust or lien securing payment of money; or (ii) the purchaser is an arms-length third party, unaffiliated with its seller, and the purchaser encumbers the Project with one or more deeds of trust or other liens in favor of a federal or state bank, life insurance company, federal or state savings and loan association, or other institutional lender regulated by federal or state authority securing loan(s) to provide funds for the purchase and/or construction.
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Related to SUCCESSORSHIP AND SURVIVABILITY

  • Survivability Expiration or termination of the Grant Agreement for any reason does not release Grantee from any liability or obligation set forth in the Grant Agreement that is expressly stated to survive any such expiration or termination, that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the Grant Agreement, including without limitation the provisions regarding return of grant funds, audit requirements, records retention, public information, warranty, indemnification, confidentiality, and rights and remedies upon termination.

  • Ownership and Publication of Materials All reports, information, data, and other materials prepared by the Consultant pursuant to this agreement are the property of the City. The City has the exclusive and unrestricted authority to release, publish or otherwise use, in whole or part, information relating thereto. Any re-use without written verification or adaptation by the Consultant for the specific purpose intended will be at the City’s sole risk and without liability or legal exposure to the Consultant. No material produced in whole or in part under this agreement may be copyrighted or patented in the United States or in any other country without the prior written approval of the City.

  • Ownership and Use The System will be and remain the sole personal property of Vyve and will not be deemed to be affixed to the Premises. Customer will not, and will not authorize any other party to, tamper with, attach to or use any portion of the System without the prior written approval of Vyve. If any of the System is not removed from the Premises prior to the expiration of this Section 4 (as set forth in subsection (d) below), then Vyve will be deemed to have abandoned such personal property in place, and title to such property automatically will vest in Customer.

  • Disclaimer of Warranties; Limitation of Liability ACS warrants that it is entitled to grant this Agreement. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, ACS MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACS PRODUCTS INCLUDING THEIR QUALITY, ORIGINALITY, SUITABILITY, SEARCHABILITY, OPERATION, PERFORMANCE, COMPLIANCE WITH ANY COMPUTATIONAL PROCESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ACS SHALL NOT BE LIABLE FOR: EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT GRANTED HEREUNDER, THE USE OR INABILITY TO USE ANY ACS PRODUCT, ACS’S PERFORMANCE UNDER THIS AGREEMENT, TERMINATION OF THIS AGREEMENT BY ACS OR THE LOSS OF DATA, BUSINESS OR GOODWILL EVEN IF ACS IS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ACS OUT OF ANY BREACH OR TERMINATION OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY GRANTEE FOR ACCESS TO ACS PRODUCTS FOR THE CURRENT YEAR IN WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, DUE TO NEGLIGENCE. The foregoing limitations and exclusions of certain damages shall apply regardless of the success or effectiveness of other remedies. No claim may be made against ACS unless suit is filed within one (1) year after the event giving rise to the claim.

  • Integration; Binding Effect; Survival of Terms (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.