Survival Contract Clauses (6,236)

Survival. All warranties, representations and covenants made by Borrower and the Guarantor herein, or in any agreement referred to herein or in any certificate, document or other instrument delivered by them or on their behalf under this Amendment, shall be considered to have been relied upon by Lender. All statements in any such certificate or other instrument shall constitute warranties and representations by Borrower and Guarantor hereunder. All warranties, representations, and covenants made by Borrow...er and Guarantor hereunder or under any other agreement or instrument shall be deemed continuing until the payment in full, in cash, and indefeasible satisfaction of all liabilities and obligations of Borrower under the Loan Agreement and the Note. View More

Survival. The representation and warranties of the Subscriber set forth herein shall survive the sale of the shares pursuant to this Subscription Agreement.

Survival. Insofar as this Guaranty relates to Borrower's obligations to indemnify Lender pursuant to the terms of any indemnity provided to Lender by Borrower or an affiliate of Borrower in connection with the Indebtedness being guaranteed hereunder , thi s Guaranty shall survive repayment of the Loan or foreclosure or acceptance of a deed in lieu of foreclosure by Lender. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEA BL...E UNDER WASHINGTON LAW. Dated: December 2, 2013 ORM Timber Fund III LLC By: Olympic Resource Management LLC, its Manager By: Pope MGP, Inc., its Managing Member By: David L. Nunes Its: President and CEO Guaranty Agreement -Unconditional Payment (ORM Timber Fund III (REIT) lnc./Note No. 6214502) 8 ORM Timber Fund III (Foreign) LLC By: Olympic Resource Management LLC, its Manager By: Pope MGP, Inc., its Managing Member By: David L. Nunes Its: President and CEO Guaranty Agreement -Unconditional Payment (ORM Timber Fund III (REIT) lnc./Note No. 6214502) 9 EX-10.36 12 a50812102ex10_36.htm EXHIBIT 10.36 a50812102ex10_36.htm Exhibit 10.36 GUARANTY AGREEMENT (Unconditional Payment) For good and valuable consideration, the current receipt and reasonable equivalence of which are hereby acknowledged, Guarantor, as defined below, hereby, jointly and severally, irrevocably, unconditionally and absolutely promises to pay in legal tender of the United States, and hereby guarantees payment, and not merely collection, and performance, when and as due, of all of the Indebtedness, as defined below, of Borrower, as defined below, to Lender, as defined below, or order, including but not limited to, payment and performance of the Indebtedness of Borrower under a Note dated of or around even date in the initial principal commitment amount of $17,980,000.00 (the "Note"), as evidence for Note No. 6214502 (the "Loan"). View More

Survival. All representations, warranties and covenants contained in this Exchange Agreement, including but not limited to the covenants contained in Section 9, shall survive (i) the completion of the Exchange Transaction, and (ii) the death, disability, bankruptcy or dissolution of the Holder.

Survival. Except for Sections 1 through 5 and Section 13, all other provisions of this Agreement shall survive the termination hereof. Any termination of this Agreement shall be without prejudice to the rights of the parties hereto accrued prior to the termination or upon termination.

Survival. The obligations and liabilities of Indemnitor under this Agreement shall fully survive indefinitely notwithstanding any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Security Instrument. Notwithstanding the provisions of this Agreement to the contrary, the liabilities and obligations of Indemnitor hereunder shall not apply to the extent that Indemnitor can prove that such liabilities a...nd obligations arose solely from Hazardous Substances that: (a) were not present on or a threat to the Property prior to the date that Indemnitee or its nominee acquired title to the Property, whether by foreclosure, exercise of power of sale or otherwise and (b) were not the result of any act or negligence of Indemnitor or any of Indemnitor's affiliates, agents or contractors. Additionally, the obligations and liabilities of Indemnitor under this Agreement shall terminate and be of no further force and effect with respect to any unasserted claim when all of the following conditions are satisfied in full: (i) the Loan shall have been paid in full on or prior to the Maturity Date and Indemnitee has not foreclosed or otherwise taken possession of any Property, (ii) there has been no material change, between the date hereof and the date the Loan is paid in full, in any Environmental Law, the effect of which change would make a lender or mortgagee liable in respect to any matter for which the Indemnified Parties are entitled to indemnification pursuant to this Agreement, notwithstanding the fact that the Loan is paid in full, (iii) Indemnitee shall have received, at Indemnitor's expense, an updated environmental report dated within sixty (60) days of the requested release showing, to the reasonable satisfaction of Indemnitee, that there exists no matter for which the Indemnified Parties are entitled to indemnification pursuant to this Agreement, and (iv) two (2) years have passed since date that the Loan has been paid in full. 9 11. INTEREST. Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable on demand and, if not paid within thirty (30) days of such demand therefor, shall bear interest at the lesser of (a) the Default Rate or (b) the maximum interest rate which Indemnitor may by law pay or the Indemnified Parties may charge and collect, from the date payment was due, provided that the foregoing shall be subject to the provisions of Article 4 of the Note. View More

Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the General Partner, the Operating Partnership, the Selling Stockholders and the Underwriters contained in this Agreement or made by or on behalf of the Company, the General Partner, the Operating Partnership, the Selling Stockholders or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and s...hall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the General Partner, the Operating Partnership, the Selling Stockholders or the Underwriters. -33- 16. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act, (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City, and (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act, and (d) for the avoidance of doubt, the "subsidiaries" of the Company shall include the General Partner, the Operating Partnership and each direct and indirect subsidiary of the Operating Partnership. View More

Survival. All covenants, representations and warranties made in this Note shall continue in full force and effect so long as any obligations hereunder or commitment to fund remain outstanding. The obligations of Borrower to indemnify Lender with respect to the expenses, damages, losses, costs and liabilities described in Section 11 shall survive until all applicable statute of limitations periods with respect to actions that may be brought against Lender have run.

Survival. Notwithstanding anything herein to the contrary, all indemnifications set forth or provided for in this Agreement shall survive the termination of this Agreement.

Survival. Executive's obligations under this Agreement shall survive the termination of Executive's employment for any reason, and shall thereafter be enforceable whether or not such termination is claimed or found to be wrongful or to constitute or result in a breach of any contract or of any other duty owed or claimed to be owed to Executive by the Company.