Survival and Reaffirmation Clause Samples

The Survival and Reaffirmation clause ensures that certain obligations, representations, or warranties made in an agreement continue to remain in effect even after the contract has ended or been terminated. In practice, this means that specific provisions—such as confidentiality, indemnification, or dispute resolution—will still bind the parties beyond the contract’s expiration, and parties may be required to confirm or restate their commitments at key points, such as upon renewal or amendment. This clause is essential for protecting ongoing interests and liabilities that could arise after the formal relationship ends, thereby providing continuity and legal certainty.
Survival and Reaffirmation. By execution hereof, the Company, the Borrower and each other Credit Party respectively agrees as follows: (a) That, except as herein modified or amended, all terms, conditions, covenants, representations and warranties contained in the Operative Documents, as amended, shall remain in full force and effect, and that each of the undersigned hereby acknowledges this Amendment. (b) That the liability of the Borrowers and each other Credit Party howsoever arising or provided for in the Existing Purchase Agreement, the Notes and the other Operative Documents, as hereby modified or amended, is hereby reaffirmed. (c) That this Amendment does not constitute nor should it be construed as a waiver of any current or future defaults of either Borrower or any other Credit Party under any Operative Document, including without limitation, defaults of any financial covenants (as amended hereby) to be maintained by the Credit Parties, or of any Holder’s right to enforce all of its rights and remedies whether now or in the future.
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Survival and Reaffirmation. By execution hereof, the Company, each other Credit Party and each Lender respectively agrees as follows: (a) That, except as herein modified or amended, all terms, conditions, covenants, contained in the Transaction Agreements, as amended, to the extent they have not been fully performed or are intended to survive closing, shall remain in full force and effect and all representations and warranties contained in the Transaction Agreements are true and correct in all material respects (without duplication of qualifiers therein as to materiality or Material Adverse Effect) as of the date hereof (except to the extent expressly made as of a prior date (other than the Restated Closing Date, which shall be read to be the Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), and that each of the undersigned hereby acknowledges this Amendment. (b) That the liability of the Company, the other Credit Parties and the Lenders, howsoever arising or provided for in the Existing Purchase Agreement, the Notes, the Warrant Certificates, and the other Transaction Agreements, as hereby modified or amended, is hereby reaffirmed. (c) That this Amendment does not constitute nor should it be construed as a waiver of any current or future defaults of the Company, any Credit Party or any Lender under any Transaction Agreement, including without limitation, defaults of any financial covenants to be maintained by the Credit Parties or any of them, or any Lender’s right to enforce all of its rights and remedies whether now or in the future.
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Survival and Reaffirmation. Each signatory hereto, by execution hereof, respectively agrees for itself, in all capacities in which each signatory has executed the Loan Agreement or Note as follows: A. That, except as herein modified or amended, all terms, conditions, covenants, representations and warranties contained in the Loan Agreement shall remain in full force and effect, and that the undersigned hereby consent to and acknowledge the foregoing Amendment hereinabove set forth. B. That the liability of the undersigned howsoever arising or provided for in the Loan Agreement and/or the Note, as hereby modified or amended, is hereby reaffirmed. C. That each Borrower is in good standing. D. Borrowers hereby represent and warrant that, after giving effect to the amendments contained herein, (a) execution, delivery and performance of this Amendment, and any other documents and instruments required under this Amendment, or the Loan Agreement are within each Borrower's corporate powers, have been duly authorized, are not in contravention of law or the terms of any Borrower's Articles of Organization or Bylaws and do not require the consent or approval of any governmental body, agency or authority; and this Amendment and any other documents and instruments required under this Amendment, the Loan Agreement or the Note will be valid and binding in accordance with their terms; and (b) no Event of Default, or condition or event which, with the giving of notice or the running of time, or both, would constitute a Event of Default under the Note, has occurred and is continuing as of the date hereof. E. The Assignment of Equipment Leases and Security Agreement dated July 17, 1996, as amended April 28, 1997 ("Security Agreement"), is valid and enforceable in accordance with its terms. Standard Federal's security interests in the collateral described in the Security Agreement are valid and perfected and Borrowers are not aware of any claims or interest in such collateral proper or paramount to Standard Federal's. F. The execution of this Amendment shall not be deemed to be a waiver of any Event of Default. G. Each Borrower waives, discharges, and forever releases Standard Federal, Participants, Standard Federal's and Participants' employees, officers, directors, attorneys, stockholders, and their successors and assigns, from and of any and all claims, causes of action, allegations or assertions that any Borrower has or may have had at any time up through and including the date of this Amendment, ag...
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Survival and Reaffirmation. By execution hereof, the Company, each other Credit Party and each Lender respectively agrees as follows:
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Survival and Reaffirmation. Each signatory hereto, by execution hereof, respectively agrees for itself, in all capacities in which each signatory has executed the Loan Agreement or any of the Loan Documents as follows: A. That, except as herein modified or amended, all terms, conditions, covenants, representations and warranties contained in the Loan Agreement, the Note and/or Loan Documents shall remain in full force and effect, and that the undersigned hereby consent to and acknowledge the foregoing Amendment. B. That the liability of the undersigned howsoever arising or provided for in the Loan Agreement, the Note and the Loan Documents, as hereby modified or amended, is hereby reaffirmed.
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Related to Survival and Reaffirmation

  • Ratification and Reaffirmation Each Borrower hereby ratifies and reaffirms the Obligations, each of the Loan Documents and all of such Borrower's covenants, duties, indebtedness and liabilities under the Loan Documents.

  • Consent and Reaffirmation Each Subsidiary Guarantor hereby consents to this Amendment and the transactions contemplated hereby, and each Loan Party hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Guarantee and Collateral Agreement and each of the other Security Documents continue to be in full force and effect, (b) confirms its guarantee of the Obligations (with respect to each Subsidiary Guarantor) and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement (as amended hereby) and the other Loan Documents.

  • Reaffirmation and Confirmation Borrower hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents to which it is a party represent the valid, enforceable and collectible obligations of Borrower, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Borrower hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by Borrower in all respects.

  • Indemnification and Waiver Except as provided in Section 10.5 or to the extent due to the negligence, willful misconduct or violation of this Lease by Landlord or the Landlord Parties, Tenant hereby assumes all risk of damage to property in, upon or about the Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about the Premises) and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (collectively, “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in, on or about the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity and release shall not apply to the negligence or willful misconduct of Landlord or its agents, employees, contractors, licensees or invitees, or Landlord’s violation of this Lease. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers’, accountants’ and attorneys’ fees. Notwithstanding anything to the contrary in this Lease, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys’ fees, costs and expenses arising from the gross negligence or willful misconduct of Landlord or its agents, contractors, licensees or invitees, or a violation of Landlord’s obligations or representations under this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

  • Reaffirmation of Guaranty The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.