Target Indemnified Parties definition

Target Indemnified Parties has the meaning set forth in Section 5.2(a).

Target Indemnified Parties means (i) the Distribution Shareholders; (ii) the directors, officers, partners, agents, employees of the Target and the members, managers or officers of any Target Subsidiary, in each case, in such Person’s capacity as such, (iii) the Shareholder Representative; and (iv) the heirs, administrators, personal representatives, successors and assigns of each of the foregoing.

Target Indemnified Parties means the Target RE, its Representatives and its Related Bodies Corporate and the Representatives of its Related Bodies Corporate.

Examples of Target Indemnified Parties in a sentence

• This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns and the Target Indemnified Parties.

• The Explanatory Memorandums must include a statement that: (a) the Bidder Indemnified Parties are not responsible for any information contained in the Explanatory Memorandums other than the Bidder Information; and(b) the Target Indemnified Parties are not responsible for any information contained in the Explanatory Memorandums other than the Target Information.

• Bidder indemnifies Target against, and must pay to Target on demand an amount equal to, all Losses directly or indirectly incurred or suffered by the Target Indemnified Parties arising out of or in connection with any matter or circumstance that results in any of the Bidder Warranties being untrue, inaccurate or misleading when given.

• Bidder represents and warrants to Target (in its own right and separately as trustee or nominee for each of the other Target Indemnified Parties) each of the Bidder Representations and Warranties.

• The home has a range of mobility equipment for the use of residents.

• Bidder agrees with Target (in its own right and separately as trustee or nominee for each of the other Target Indemnified Parties) to indemnify Target and each of the Target Indemnified Parties against any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising that Target or any of the other Target Indemnified Parties suffers, incurs or is liable for arising out of any breach of any of the Bidder Representations and Warranties.

• Subject to clause 14.5, the Bidder agrees with the Target (on the Target's own behalf and separately as trustee for each of the Target Indemnified Parties) to indemnify and keep indemnified the Target Indemnified Parties from and against all Losses incurred by the Target Indemnified Parties as a result of any breach of any of the representations and warranties in clause 14.4.

• This Section 5.11.3 shall survive the consummation of the Merger, is intended to benefit Target, the Surviving Corporation and each Target Indemnified Party, shall be binding on all successors and assigns of the Surviving Corporation and Acquiror, and shall be enforceable by the Target Indemnified Parties.

• No claim for Damages shall be made under Section 9 unless the aggregate of Damages exceeds $25,000 for which claims are made hereunder by the Target Indemnified Parties or Acquirer Indemnified Parties, as the case may be, in which case the Target Indemnified Parties or Acquirer Indemnified Parties, as the case may be, shall be entitled to seek compensation for all Damages without regard to the limitation set forth in this Section 9(d).

• Notwithstanding the foregoing or any other provision of this Agreement, (i) Section 6.11 is intended for the benefit of, and shall be enforceable by, the Target Indemnified Parties, (ii) Section 9 is intended for the benefit of, and shall be enforceable by, the Acquiror Indemnified Persons, and (iii) after the Effective Time, the rights of the Effective Time Holders to receive the Closing Merger Consideration or other payments specified in Section 2 shall be enforceable by such Effective Time Holders.

More Definitions of Target Indemnified Parties

Target Indemnified Parties means the Target Partners and their successors and permitted assigns, together with their respective partners, shareholders, members, directors, managers, officers, employees, agents and representatives.

Target Indemnified Parties have the meanings set forth in Section 8(c) below.

Target Indemnified Parties shall have the meaning ascribed to it in Section 11.2.2 hereof.