Surviving Indemnities definition

Surviving Indemnities means any Obligations in the nature of an indemnity or hold harmless by Borrower in favor of TBCC arising under or pursuant to this Agreement or any of the other Loan Documents, which by its terms survives the latest of (the "Cut-off Date"): (i) the termination of this Agreement, and (ii) the payment of all principal, interest, prepayment penalties, fees and all other Obligations (not in the nature of an indemnity or hold harmless) due at the time of such payment under this Agreement and the Loan Documents; provided that there shall be excluded from such indemnity or hold harmless Obligations all amounts that are due and payable thereunder upon the Cut-off Date.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Surviving Indemnities shall have the meaning assigned to such term in Section 7.05(b).

Surviving Indemnities as used in this Agreement means any Obligations in the nature of any indemnity, hold harmless or warranty by Borrower or Guarantor in favor of Bank, arising under or pursuant to this Agreement or the Guaranty, which by its terms survives the latest of the following dates (the "Cut-off Date"): (i) the termination of this Agreement or the Guaranty; (ii) the cancellation of all letters of credit; or (iii) the payment of all principal, interest, prepayment penalties, fees and all other Obligations (not in the nature of any indemnity, hold harmless or warranty) due at the time of such payment under this Agreement, provided that there shall be excluded from such indemnity, hold harmless, or warranty obligations all amounts that are due and payable thereunder upon the Cut-off Date.

Examples of Surviving Indemnities in a sentence

• On the Maturity Date or on any earlier termination of this Agreement Borrower shall pay in full all Obligations, and notwithstanding any termination of this Agreement all of TBCC's security interests and all of TBCC's other rights and remedies shall continue in full force and effect until payment and performance in full of all Obligations (other than the Surviving Indemnities, as defined below).

• If this Agreement is terminated pursuant to this Section, the Down Payment shall be promptly returned to Buyer and the parties hereto shall be released from all further obligations and liabilities hereunder, except with respect to the Surviving Indemnities.

• So long as this Agreement is in effect and until all Obligations (other than Surviving Indemnities) have been fully satisfied, the Agent's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

• Such Closing Documents and Ancillary Agreements shall be deemed, except as to the Surviving Indemnities, null and void AB INITIO and the Closing Agent will be directed to destroy such Closing Documents and Ancillary Agreements it holds and return to ▇▇▇▇▇▇- ▇▇▇▇▇ the consideration delivered by ▇▇▇▇▇▇-▇▇▇▇▇ to the Closing Agent with respect to such Partnership or Property in accordance with the previous paragraph.

• If the condition precedent set forth in Section 10.3 is not satisfied by the date set for the Closing, either Seller or Buyer may elect to terminate this Agreement, in which event the Down Payment shall be returned to Buyer, this Agreement shall be deemed null and void and the parties shall be released from all further obligations and liabilities hereunder, except with respect to the Surviving Indemnities.

• If Buyer shall give the Termination Notice to Seller prior to the expiration of the Due Diligence Period or if Buyer fails to pay the Additional Deposit to Seller within three (3) business days following City Approval, the Initial Deposit and all interest earned thereon shall be promptly returned to Buyer, this Agreement shall terminate and the parties hereto shall be released from all further obligations and liabilities hereunder, except with respect to the Surviving Indemnities.

• In the event this Agreement is so terminated by Buyer, the Down Payment shall be returned to Buyer and the parties shall be released from all further obligations and liabilities hereunder, except with respect to the covenants and indemnities set forth in Sections 4, 6.1, 6.3, 7.1 and 15 (the "Surviving Indemnities").

• This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the payment in full of the Obligations (other than Surviving Indemnities) and all other amounts payable under this Agreement, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of, and be enforceable by, the Agent, the Lessors and their respective successors, transferees and assigns.

• All such representations and warranties shall survive the Closing for a period of one (1) year after the First Closing, except that the representations and warranties in Paragraphs 2.2 (Title to Securities), 3.2 (Capitalization), 3.27 and 4.5 (Brokers' and Finders' Fees) of the Agreement shall survive indefinitely after the Closing Date (Surviving Indemnities).

• Upon the payment in full of the Obligations (other than Surviving Indemnities) and all other amounts payable under this Agreement, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor.

More Definitions of Surviving Indemnities

Surviving Indemnities means the terms and provisions of Section 7.12, “Indemnification”, of the Loan Agreement and Section 10, “Release and Waiver”, of the Fifth Modification.

Surviving Indemnities has the meaning set forth in Section 5.3.

Surviving Indemnities means the terms and provisions of Section 7.12, “Indemnification”, of the Loan Agreement and Section 10, “Release and Waiver”, of the Fifth Modification. “Total Payoff” shall mean the Initial Payoff and Contingent Payoff; provided that if no Contingent Payoff is required to be paid pursuant to the terms of this Letter Agreement, then the Total Payoff shall mean the Initial Payoff. In no event shall the Total Payoff exceed the Maximum Amount. “Vineyard Bancshares” shall mean Vineyard Bancshares, Inc., a Minnesota corporation. “Vineyard Bank” shall mean Vineyard Bank, National Association, a national bank.

Surviving Indemnities as defined in Section 14.8(b).

Surviving Indemnities means any Obligations in the nature of an indemnity or hold harmless by the Borrower or any other Loan Party in favor of the Agent, the L/C Issuer and/or any Lender, arising under or pursuant to this Agreement or any of the other Loan Documents, which by its terms survives the latest of (the "Cut-off Date"):

Surviving Indemnities means any obligation in the nature of an indemnity or hold harmless by the Lessee in favor of the Agent and/or any Lessor, arising under or pursuant to the Lease, the Participation Agreement or any of the other Operative Agreements, which by its terms survives the latest of (the 'Cut-off Date'):