Target Partners definition
Examples of Target Partners in a sentence
The Agreement of Limited Partnership is the only agreement by and between Target and the Target Partners and sets forth all rights and obligations of Target and Target Partners relating to Target among such Persons.
The only outstanding Target Interests of Target are those set forth on Schedule B, and the General Partner and each of the Target Partners set forth on such Schedule B have duly authorized the execution, delivery, and performance of this Agreement by Target.
The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (except, in the case of notice to the Target Partners, the consent of the Target Partner Representative) unless (A) such judgment or settlement does not involve an injunction or other equitable relief, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party.
Subject to Section 9 and Section 10, all covenants, agreements, representations and warranties made by the Target Partners, Target and Buyer pursuant to this Agreement shall be deemed to have survived the Closing and shall remain effective.
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.
Each of Buyer, the Target Partners, and Target will pay its own costs and expenses, including legal fees and expenses, incurred in connection with this Agreement and the transactions contemplated hereby.
Without limiting any other provision of this Section 11(b), the Target Partners shall be obligated at all times from the Closing through the second anniversary of the Closing Date to designate and maintain a Target Partner Representative with the power and authorities described in this Section 11(b).
None the Target Partners nor any of their Affiliates has been involved in any material business arrangement or relationship with Target since Target’s inception, and no Target Partner owns any material asset, tangible or intangible, that is used in the business of Target.
None of Buyer, Target or the Target Partners may avoid such limitation on liability by seeking damages for breach of contract, tort or pursuant to any other theory of Liability, other than claims based on fraud.
For purposes of this Agreement, Adverse Consequences from “fraud” shall not be deemed to have been suffered or incurred by Buyer with respect to a representation and warranty made by Target or the Target Partners unless Target or the Target Partners, as applicable, had actual knowledge that such representation or warranty was false.