Examples of Target Indemnified Persons in a sentence
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.
Neither the Acquiror Indemnified Persons nor the Target Indemnified Persons may recover in respect of any claim for indemnification as a result of any breach of any representation or warranty in accordance with S ections 10.1(a), 1 0.1(f) or 1 0.2(a), respectively, unless and until the Indemnifiable Losses in accordance with S ections 10.1(a), 1 0.1(f) or 1 0.2(a), respectively, have been incurred, paid or accrued in an aggregate amount greater than $1,400,000 (the “Indemnification Threshold”).
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").
Target Indemnified Persons shall act in good faith and in a commercially reasonable manner to mitigate any Damages they may suffer.
Notwithstanding the foregoing, Buyer's indemnification obligation under this Section 7.2(b) shall be the sole recourse of the Target and Target Stockholders and maximum indemnification available hereunder of the Target Indemnified Persons shall be one million one hundred eighty thousand dollars ($1,180,000).
Notwithstanding the foregoing, the right of the Target Indemnified Persons to assert an indemnification claim for a breach of S ection 4.3 (Authority, Authorization and Enforceability) shall survive until the applicable statute of limitation date plus 90 days.
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.
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).
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.
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.