Claim Certificate. In connection with any claim for indemnification under Section 9.1, including any Losses attributable to resolved Third-Party Claims that are not paid by an Indemnifying Party directly to third parties, the Indemnified Party shall prepare and deliver to the Indemnifying Party a written certification that the Indemnified Party has paid or sustained Losses subject to indemnification by the Indemnifying Party pursuant to Section 9.1 (a “Claim Certificate”). A Claim Certificate shall (i) describe in reasonable detail the basis for indemnification (citing the relevant clause of Section 9.1, and any other provision of this Agreement on which such claim is based), (ii) state the amount of Losses paid or sustained by the Indemnified Party in connection with the matter and reasonable detail regarding the calculation thereof and (iii) state the amount of such Losses for which indemnification is sought (after giving effect to the limitations set forth in this ARTICLE 9).
Claim Certificate. In connection with any claim (including any Tax claim) for reimbursement of Losses subject to indemnification under this Article 9, including any Losses attributable to matters subject to Section 9.5 that are not paid by an Indemnifying Party directly to third parties, the Party seeking reimbursement (the “Claimant”) shall prepare, and deliver to the party from which reimbursement is sought (the “Respondent”), a certificate (a “Claim Certificate”): (i) stating that the Claimant has paid or sustained Losses subject to indemnification pursuant to this Article 9 and (ii) specifying in reasonable detail the Loss included in the amount so stated.
Claim Certificate. Claim Certificate" shall mean a certificate ----------------- signed by an officer of HCC stating (i) that HCC has incurred or reasonably believes it will in the future incur the amount of Losses specified in such Claim Certificate, (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of the Agreement alleged to have been violated, and (iii) the number of Escrowed Shares to which HCC believes it is entitled with respect to such Losses.
Claim Certificate. In connection with any claim (including any Tax claim) for reimbursement of Losses subject to indemnification under this Article 10, including any Losses attributable to matters subject to Section 10.5 that are not paid by an Indemnifying Party directly to third parties, the Party seeking reimbursement (the “Claimant”) shall prepare, and deliver to the party from which reimbursement is sought (the “Respondent”), a certificate (a “Claim Certificate”): (i) stating that the Claimant has paid or sustained Losses subject to indemnification pursuant to this Article 10 and (ii) specifying in reasonable detail the Loss included in the amount so stated.
Claim Certificate. Claim Certificate" shall mean a certificate signed by an officer of Purchaser stating (i) that Purchaser has incurred or reasonably believes it will in the future incur the amount of Losses specified in such Claim Certificate, (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of the Agreement alleged to have been violated, and (iii) the number of Escrowed Shares to which Purchaser believes it is entitled with respect to such Losses.
Claim Certificate. Claim Certificate" shall mean a certificate signed ----------------- by an officer of Parent stating (i) that an Indemnitee has incurred or reasonably believes it may in the future incur the amount of Damages specified in such Claim Certificate and (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of the Agreement alleged to have been violated
Claim Certificate. An Indemnified Party may make an indemnification claim pursuant to this Agreement by delivering a certificate (a “Claim Certificate”) to the Stockholder Representative, with a copy to the Escrow Agent specifying (other than in connection with a Claim Certificate delivered pursuant to the following sentence) (i) that an Indemnified Party has suffered or incurred, or reasonably anticipates in good faith that it will have to suffer or incur, Losses and (ii) in reasonable detail the individual items of Losses included in the amount so stated (and the method of computation of each such item of Loss, if applicable), the date each such item was suffered or incurred, or the basis for such reasonably anticipated Loss(es); and (iii) the basis for indemnification under this Article VIII to which such item of Loss is related (including, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related). If Parent is entitled to withhold and retain any Escrowed Shares or Escrowed Cash issued with respect to shares of Company Restricted Stock as contemplated by Section 2.7(d)(iii) (the “Restricted Escrow Consideration”), it may deliver a Claim Certificate (a “Restricted Stock Claim”) to the Escrow Agent, with a copy to the Stockholder Representative, instructing the Escrow Agent to deliver such Escrowed Shares and/or Escrowed Cash to Parent, which Claim Certificate shall indicate the basis for such claim and the specific Escrowed Shares and amount of Escrow Cash to which the claim pertains.
Claim Certificate. 11.4 Closing .............................. 7.1
Claim Certificate. In connection with any claim for indemnification under Section 7.1 or Section 7.2 (or a claim for Losses subject to the Basket to be charged against the Basket), including any Losses attributable to resolved Third-Party Claims that are not paid by an Indemnifying Party directly to third parties, the Indemnified Party shall prepare and deliver to the Indemnifying Party a written certification that the Indemnified Party has paid or sustained Losses subject to indemnification by the Indemnifying Party pursuant to Section 7.1 or Section 7.2, as applicable (a “Claim Certificate”). A Claim Certificate shall (i) describe in reasonable detail the basis for indemnification, and (ii) state the estimated amount of Losses paid or sustained (or that may be paid or sustained) by the Indemnified Party in connection with the matter, if reasonably practicable. (b)
Claim Certificate. In connection with any claim for reimbursement of Losses subject to indemnification under this ARTICLE 6, the Party seeking reimbursement (the “Claimant”) shall prepare, and deliver to the Party from which reimbursement is sought (the “Respondent”), a certificate (a “Claim Certificate”): (i) stating that the Claimant has paid or sustained Losses subject to indemnification pursuant to this ARTICLE 6 and (ii) specifying in reasonable detail the Loss included in the amount so stated.
