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.
Sample 1
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.
Sample 1
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"):
Sample 1

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.

  • The work will require interaction with key stakeholders, including the South African Heritage Resources Agency (SAHRA), the architect, and the project manager.

  • If Acquiror shall give the Termination Notice to Contributor prior to the expiration of the Inspection Period, the Xxxxxxx Money (or the portion of the Xxxxxxx Money allocable to the Property that is the subject of the Termination Notice, as the case may be) shall be promptly returned to Acquiror and all parties hereto shall be released from all further obligations and liabilities hereunder, or with respect to such terminated Property, as the case may be, except with respect to the Surviving Indemnities.

  • All such funds, and earnings thereon, shall remain in the Deposit Account until all obligations (other than Surviving Indemnities) under the Lease are paid in full.

  • In addition, if any amounts previously paid to Credit Re or Credit Suisse pursuant to any of the Loan Documents shall become subject to disgorgement by Credit Re or Credit Suisse as a result of any bankruptcy, fraudulent conveyance, or similar statute applicable to the Borrower as specifically set forth in the Loan Documents, such amounts shall once again become due and owing to Credit Re and/or Credit Suisse by the Borrower, and such payment obligation shall constitute one of the Surviving Indemnities.

  • The objective is to reach agreement on the amendments so that they can enter into force on 1 January 2007.

  • The Borrower hereby assigns and grants to the Lender a continuing first priority lien on, and security interest in, all the Borrowers right, title, and interest in and to the collateral described in the next sentence (the "Collateral") to secure the payment and performance of all the Obligations other than the Surviving Indemnities.

  • The obligations of the Borrower with respect to the Surviving Indemnities shall be limited pursuant to and in accordance with the provision of Section 9.17 of the Reimbursement Agreement, as incorporated in the Loan Documents, and such provision shall survive the termination of the Loan Documents, but only to the extent specifically set forth therein.

  • 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.


More Definitions of Surviving Indemnities

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.
Sample 1
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'):
Sample 1
Surviving Indemnities has the meaning set forth in Section 5.3.
Sample 1
Surviving Indemnities as defined in Section 14.8(b).
Sample 1
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.
Sample 1
Surviving Indemnities shall have the meaning assigned to such term in Section 7.05(b).
Sample 1

Related to Surviving Indemnities

  • Indemnities shall have the meaning specified in Section 11.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Parent Indemnitees has the meaning set forth in Section 8.02.

  • Indemnified Parties shall have the meaning assigned to such term in Section 7.2.

  • protection and indemnity risks means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Lender Indemnitees shall have the meaning set forth in Section 11.13(b).

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.