Target Covered Party Sample Clauses

Target Covered Party. Notwithstanding anything expressed or ------ ------- ----- implied in this Article IX to the contrary, the Stockholder Representative, acting on behalf of any or all of the Target Covered Parties, shall not be entitled to make an Indemnification Claim unless and until the cumulative amount of Losses incurred by all of the Target Covered Parties with respect to any and all Target Covered Matters exceeds $100,000 (the "Target Threshold"), whereupon ------ --------- the Target Covered Parties on behalf of which the Stockholder Representative is acting shall, subject to the provisions of Section 9.06(b), be entitled to indemnification for the full amount of all such Losses without regard to the Target Threshold. The limitations set forth in this Section 9.05(a) shall not apply to any intentional breaches by Parent prior to the Effective Time of any covenant or agreement contained in this Agreement.
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Related to Target Covered Party

  • Indemnity Limitation for TIPS Sales Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.

  • Covered Entities No Loan Party is a Covered Entity.

  • Compensation for Damage or Loss 1. When investments made by investors of either Contracting Party suffer loss or damage owing to war or other armed conflict which is not a result of the activities of the Contracting Party to which the investors belong, civil disturbances, revolution, riot or similar events in the territory of the latter Contracting Party, they shall be accorded by the latter Contracting Party, treatment, as regards restitution, indemnification, compensation or any other settlement, not less favourable than that that the latter Contracting Party accords to its own investors or to investors of any third State, whichever is most favourable to the investors concerned. 2. Without prejudice to paragraph 1 of this Article, investors of one Contracting Party who in any of the events referred to in that paragraph suffer damage or loss in the territory of the other Contracting Party resulting from: a) requisitioning of their property or part thereof by its forces or authorities; b) destruction of their property or part thereof by its forces or authorities which was not caused in combat action or was not required by the necessity of the situation, shall be accorded a prompt restitution, and where applicable prompt, adequate and effective compensation for damage or loss sustained during the period of requisitioning or as a result of destruction of their property. Resulting payments shall be made in freely convertible currency without delay. 3. Investor whose investments suffer damage or loss in accordance to paragraph 2. of this Article, shall have the right to prompt review of its case by a judicial or other competent authority of that Contracting Party and of valuation of its investments and payment of compensation in accordance with the principles set out in paragraph 2. of this Article.

  • Customer Benefits For each Call-Off Contract please complete a customer benefits record, by following this link: G-Cloud 13 Customer Benefit Record Part B: Terms and conditions

  • Covered Persons As used in this section 6.2, the term “Covered Person” means (i) the Manager and its affiliates, (ii) the members, managers, officers, employees, and agents of the Manager and its affiliates, and (iii) the officers, employees, and agents of the Company, including a Representative, each acting within the scope of his, her, or its authority.