Target Partner definition
Examples of Target Partner in a sentence
Designated Program Target Designated Program Target Partner [***] [***] [***] [***] [***] [***] [***] [***] Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
The execution, delivery and performance by Target Partner of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Target Partner.
The Independent Accountants’ determination shall be based only upon written submissions by the Target Partner Representative and Buyer, and not upon extraneous materials or separate investigation by the Independent Accountants.
If the Target Partner Representative gives timely notice to Buyer that Target does not agree with or accept the Post-Closing Cash Certificate, the Target Partner Representative shall describe in such notice in reasonable detail all grounds for Target’s disagreement.
After Closing, upon request, Buyer shall provide for any proper purpose (including preparation of tax returns and responding to any audits by taxing authorities) the Target Partner Representative, at Target’s expense, with true, complete and correct copies of any records acquired by Buyer.
The Escrow Fund shall be established pursuant to the terms of an Escrow Agreement substantially in the form set forth in Exhibit A (the “Escrow Agreement”), among the Buyer, the Target, the Target Partner Representative and the Escrow Agent.
Buyer and the Target Partner Representative will endeavor in good faith to resolve all disagreements within 15 days of the receipt by Buyer of such notice.
This means that the recourse of Buyer against any Target Partner shall be limited to such Target Partner’s pro rata portion (based on the respective Target Partner’s Pro Rata Payment Factor) of any Adverse Consequences which Buyer may suffer as a result of any breach thereof, to the extent provided in Section 8 and subject to the limitations set forth in Section 9.
Any notice or other communication given to the Target Partner Representative shall be deemed to be given to Target and all of the Target Partners.
If the Buyer gives timely notice to the Target Partner Representative that Buyer does not agree with or accept the Closing Cash Certificate, the Buyer shall describe in such notice in reasonable detail all grounds for Buyer’s disagreement.