Common use of Making a Claim for Indemnification; Claim Certificate Clause in Contracts

Making a Claim for Indemnification; Claim Certificate. If an Indemnified Party believes that it has or may acquire a right to indemnification under this Article VIII, such Indemnified Party may make an indemnification claim pursuant to Section 8.2(a) by delivering a certificate (a “Claim Certificate”) to the Securityholder Representative, with a copy to the Escrow Agent (if and to the extent that the Losses described in the Claim Certificate are recoverable by seeking recourse against the Escrow Fund), or to one or more Indemnifying Parties (if and only to the extent that the Losses described in the Claim Certificate are recoverable by seeking recourse directly against any such Indemnifying Party), (i) stating that such Indemnified Party has paid, sustained, suffered or incurred (or reasonably anticipates that it will have to pay, sustain, suffer or incur) Losses; and (ii) specifying in reasonable detail, to the extent known, the individual items of Losses included in the amount so stated, the date that each such item was paid, sustained, suffered or incurred, or the basis for such anticipated liability, and the nature of the Indemnifiable Matter to which such item is related; provided, however, that the Claim Certificate need only specify such information to the knowledge of such Indemnified Party as of the Claim Date, shall not limit any of the rights or remedies of any Indemnified Party and may be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Claim Certificate to the Securityholder Representative or applicable Indemnifying Parties, as the case may be, with a copy to the Escrow Agent (if and to the extent that the Losses described in the Claim Certificate are recoverable by seeking recourse against the Escrow Fund). The date of delivery of a Claim Certificate is referred to herein as the “Claim Date” of such Claim Certificate (and the claims for indemnification set forth therein).

Making a Claim for Indemnification; Claim Certificate. If an Indemnified Party believes in good faith that it has or may acquire a right to indemnification under this Article VIII, such Indemnified Party may make an indemnification claim pursuant to Section 8.2(a) by delivering a certificate (a “Claim Certificate”) to the Securityholder Representative, with a copy to the Escrow Agent (if and to the extent that the Losses described in the Claim Certificate are recoverable by seeking recourse against the Escrow Fund), or to one or more Indemnifying Parties (if and only to the extent that the Losses described in the Claim Certificate are recoverable by seeking recourse directly against any such Indemnifying Party), (i) stating that such Indemnified Party has paid, sustained, suffered or incurred (or reasonably in good faith anticipates that it will have to pay, sustain, suffer or incur) Losses; and (ii) specifying in reasonable detail, to the extent known, the individual items of Losses included in the amount so stated, the date that each such item was paid, sustained, suffered or incurred, or the basis for such anticipated liability, and the nature of the Indemnifiable Matter to which such item is related; provided, however, that the . The Claim Certificate (A) need only specify such information to the knowledge of such Indemnified Party as of the Claim Date, shall not limit any of the rights or remedies of any Indemnified Party and (B) may be updated and amended from time to time by the Indemnified Party with respect to the amount or new facts or circumstance known to the Indemnified Party (but not by making new claims) by delivering an updated or amended Claim Certificate to the Securityholder Representative or applicable Indemnifying Parties, as the case may be, with a copy to the Escrow Agent (if and to the extent that the Losses described in the Claim Certificate are recoverable by seeking recourse against the Escrow Fund). The date of delivery of a Claim Certificate is referred to herein as the “Claim Date” of such Claim Certificate (and the claims for indemnification set forth therein).

Making a Claim for Indemnification; Claim Certificate. If an Indemnified Party or Parties believes that it has or may acquire a right to indemnification under this Article VIII, such Indemnified Party or Parties may make an indemnification claim pursuant to Section 8.2(a) by delivering a certificate (a “Claim Certificate”) to the Securityholder Shareholder Representative, with a copy to the Escrow Agent (if and to the extent that the Losses described in the Claim Certificate Indemnified Party or Parties are recoverable by seeking recourse against the Escrow Fund), or and/or to one or more Indemnifying Party or Parties (if and only to the extent that the Losses described in the Claim Certificate Indemnified Party or Parties are recoverable by seeking recourse directly against any such Indemnifying PartyParty or Parties), (i) stating that such Indemnified Party has or Parties have paid, sustained, suffered sustained or incurred (or reasonably anticipates anticipate that it they will have to pay, sustain, suffer sustain or incur) Losses; , and (ii) specifying in reasonable detail, to the extent known, the individual items of Losses included in the amount so stated, the date that each such item was paid, sustained, suffered sustained or incurred, or the basis for such anticipated liability, and and, if applicable, the nature of the Indemnifiable Matter to which such item is related; provided, however, that the Claim Certificate need only specify such information to the knowledge of such Indemnified Party or Parties as of the Claim Date, shall not limit any of the rights or remedies of any Indemnified Party or Parties, and may be updated and amended from time to time by the Indemnified Party or Parties by delivering an updated or amended Claim Certificate to the Securityholder Shareholder Representative or applicable Indemnifying Party or Parties, as the case may be, with a copy to the Escrow Agent (if and to the extent that the Losses described in the Claim Certificate Indemnified Party or Parties are recoverable by seeking recourse against the Escrow Fund). The date of delivery of a Claim Certificate is referred to herein as the “Claim Date” of such Claim Certificate (and the claims for indemnification set forth therein).

Making a Claim for Indemnification; Claim Certificate. If an Indemnified Party believes that it has or may acquire a right to indemnification under this Article VIII, such An Indemnified Party may make an indemnification claim seek recovery of Losses pursuant to Section 8.2(a) this Article IX by delivering a certificate to the party from which indemnification is sought (a the “Claim CertificateIndemnifying Party”) to (or, in the case of any claim against the Indemnifying Holders, the Securityholder Representative, with ) a copy to the Escrow Agent (if and to the extent that the Losses described in the Claim Certificate are recoverable by seeking recourse against the Escrow Fund), or to one or more Indemnifying Parties (if and only to the extent that the Losses described in the Claim Certificate are recoverable by seeking recourse directly against any such Indemnifying Party), (i) stating that such Indemnified Party has paid, sustained, suffered or incurred (or reasonably anticipates that it will have to pay, sustain, suffer or incur) Losses; and (ii) specifying in reasonable detail, to the extent known, the individual items of Losses included in the amount so stated, the date that each such item was paid, sustained, suffered or incurred, or the basis for such anticipated liability, and the nature of the Indemnifiable Matter to which such item is related; provided, however, that the Claim Certificate need only specify such information to the knowledge respect of such Indemnified Party as of the Claim Date, shall not limit any of the rights or remedies of any Indemnified Party and may be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Claim Certificate to the Securityholder Representative or applicable Indemnifying Parties, as the case may be, with a copy to the Escrow Agent (if and to the extent that the Losses described in the Claim Certificate are recoverable by seeking recourse against the Escrow Fund)claim. The date of such delivery of a Claim Certificate is referred to herein as the “Claim Date” of such Claim Certificate (and the claims for indemnification set forth contained therein). For purposes hereof, “Claim Certificate” shall mean a certificate signed by the Securityholder Representative or by any officer of an Indemnified Party (or, in the case of an Indemnified Party who is an individual, signed by such individual): (i) stating that an Indemnified Party has paid, sustained, incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur or accrue Losses and including, to the extent reasonably practicable, a non‑binding, preliminary estimate of the amounts of such Losses and (ii) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such anticipated Liability, and the nature of the indemnifiable matter to which such item is related; provided, that the Claim Certificate need only specify such information to the knowledge of the Securityholder Representative, such officer or such Indemnified Party as of the Claim Date, shall not limit any of the rights or remedies of any Indemnified Party, and may be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Claim Certificate to the Indemnifying Party.