Target Indemnified Persons definition

Target Indemnified Persons is defined in Section 9.6(a).

Target Indemnified Persons shall have the meaning set forth in Section 9.1(c).

Target Indemnified Persons has the meaning set forth in Section 6.12(a).

Examples of Target Indemnified Persons in a sentence

• Notwithstanding the foregoing, the right of the Target Indemnified Persons to assert an indemnification claim for a breach of Section 4.3 (Authority, Authorization and Enforceability) shall survive until the applicable statute of limitation date plus 90 days.

• The sole and exclusive recourse of the Target Indemnified Persons with respect to any Damages shall be indemnification under this Section 9, and the Target Indemnified Persons shall act in good faith and in a commercially reasonable manner to mitigate any Damages they may suffer.

• No claim for Damages shall be made hereunder unless the aggregate of Damages exceeds $25,000 for which claims are made hereunder by the Acquiror Indemnified Persons or the Target Indemnified Persons, as applicable, in which case the Acquiror Indemnified Person or Target Indemnified Persons, as applicable shall be entitled to seek compensation for all Damages.

• No claim for Damages shall be made under this Section 4.2 unless the aggregate of Damages exceeds $10,000 for which claims are made hereunder by Target Indemnified Persons in which case Target Indemnified Person shall be entitled to seek compensation for all Damages without regard to the limitation set forth in this sentence (the "Target Indemnified Person Limitation").

• The provisions contained in this Section 9 are intended to provide the sole and exclusive remedy for the Acquiror Indemnified Persons and Target Indemnified Persons following the Closing as to all money damages based on, arising out of or relating to this Agreement (it being understood that nothing in this Section 9 or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other equitable remedies to enforce the parties’ obligations under this Agreement).

• After the Limitation is exceeded with respect to claims by Target Indemnified Persons, on one hand, or Acquiror Indemnified Persons, on the other hand, then a Target Indemnified Person or Acquiror Indemnified Person, as applicable, shall be entitled to claim indemnification for all Damages without regard to the Limitation but in no case shall such claim include Minor Claims unless and until the amount of all Minor Claims exceeds $***.

• Target Indemnified Persons shall have no claims under this Section 8.2 against Axtive unless and until the Target Losses exceed the Threshold Amount, and then only for the amount by which such Target Losses exceed the Threshold Amount.

• If two or more Target Indemnified Persons deliver, whether separately or together, a Claim to Axtive pursuant to this Section 8.2 arising from or relating to the same or a reasonably similar matter, then the Target Principal Shareholder shall act on behalf of each such Target Indemnified Person for purposes of this Section 8.2.

• Subject to clause 15.7, the Bidder indemnifies the Target against, and must pay to the Target on demand an amount equal to, all Losses directly incurred or suffered by the Target Indemnified Persons 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.

• Target Indemnified Persons shall act in good faith and in a commercially reasonable manner to mitigate any Damages they may suffer.

More Definitions of Target Indemnified Persons

Target Indemnified Persons as defined in Section 11.3.

Target Indemnified Persons has the meaning set forth in Section 8.2(a)(ii).

Target Indemnified Persons means each member of the Target Group and each of their respective directors, officers, employees and other Representatives.

Target Indemnified Persons has the meaning set forth in Section 10.9(a).