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

Making a Claim for Indemnification; Officer’s Certificate. An Indemnified Party may seek recovery of Losses pursuant to this Article 10 by delivering to the Representative an Officer’s Certificate in respect of such claim. The date of such delivery of an Officer’s Certificate is referred to herein as the “Claim Date” of such Officer’s Certificate (and the claims for indemnification contained therein). For purposes hereof, “Officer’s Certificate” shall mean a certificate signed 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, to the extent known, 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 and a good faith non-binding, preliminary estimate of the amount which such Indemnified Party claims to be entitled to receive hereunder, which shall be the amount of Losses such Indemnified Party claims to have so incurred or suffered; provided, however, that the Officer’s Certificate (A) need only specify such information to the knowledge of such officer or such Indemnified Party as of the Claim Date, and (B) may be updated and amended from time to time by the Indemnified Party, if the Indemnifying Party becomes aware of any new facts, which are relevant to the applicable indemnification claim, and which were not known to the Indemnified Party as of the Claim Date, by delivering an updated or amended Officer’s Certificate to the Representative or applicable Indemnifying Parties, as the case may be.

Making a Claim for Indemnification; Officer’s Certificate. An Indemnified Party may seek recovery of Losses pursuant to this Article 10 IX by delivering to the Stockholder Representative an Officer’s Certificate in respect of such claimclaim promptly after becoming aware of such Losses or any claim or circumstance reasonably likely to give rise to such Losses. The failure to promptly deliver an Officer’s Certificate shall not, however, limit an Indemnified Party’s right to indemnification except and only to the extent that the Stockholder Representative or any Indemnifying Holder is prejudiced thereby. The date of such delivery of an Officer’s Certificate is referred to herein as the “Claim Date” of such Officer’s Certificate (and the claims for indemnification contained therein). For purposes hereof, “Officer’s Certificate” shall mean means a certificate signed by any officer authorized representative 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, to the extent known, 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 and a good faith non-binding, preliminary estimate of the amount which such Indemnified Party claims to be entitled to receive hereunder, which shall be the amount of Losses such Indemnified Party claims to have so incurred or suffered; provided, however, that the Officer’s Certificate (A) need only specify such information to the knowledge of such officer or such Indemnified Party as of the Claim Date, shall not limit any of the rights or remedies of any Indemnified Party (if validly updated and (B) amended and otherwise states a valid claim under this Article IX), and may be updated and amended from time to time by the Indemnified Party, if the Indemnifying Party becomes aware of any new facts, which are relevant to the applicable indemnification claim, and which were not known to the Indemnified Party as of the Claim Date, by delivering an updated or amended Officer’s Certificate to the Securityholder Representative or applicable Indemnifying PartiesParent, as applicable. Any Officer’s Certificate delivered pursuant to this Section 9.4(a) shall include copies of all material written evidence of the case may berelevant Losses.

Making a Claim for Indemnification; Officer’s Certificate. An Indemnified Party may seek recovery of Losses pursuant to this Article 10 VII by delivering to the Representative other party or parties (each an “Indemnifying Party” and collectively, the “Indemnifying Parties”) an Officer’s Certificate in respect of such claim. The date of such delivery of an Officer’s Certificate is referred to herein as the “Claim Date” of such Officer’s Certificate (and the claims for indemnification contained therein). For purposes hereof, “Officer’s Certificate” shall mean a certificate signed 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, to the extent known, 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 and a good faith non-binding, preliminary estimate of the amount which such Indemnified Party claims to be entitled to receive hereunder, which shall be the amount of Losses such Indemnified Party claims to have so incurred or sufferedrelated; provided, however, that the Officer’s Certificate (A) need only specify such information that would not result in the loss of privilege and that is known to the knowledge of 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 (B) may be updated and amended from time to time (except to add any claim for which the survival period has then expired) by the Indemnified Party, if the Indemnifying Party becomes aware of any new facts, which are relevant to the applicable indemnification claim, and which were not known to the Indemnified Party as of the Claim Date, by delivering an updated or amended Officer’s Certificate to the Representative or applicable Indemnifying Parties, as the case may be.

Making a Claim for Indemnification; Officer’s Certificate. An A Parent Indemnified Party may seek recovery of Losses pursuant to this Article 10 Section 8.4(a) by delivering to the Stockholder Representative (and, in the case of recovery sought from fewer than all of the Indemnifying Parties, delivering to the applicable Indemnifying Parties, with a copy to the Stockholder Representative) an Officer’s Certificate in respect of such claim. The date of such delivery of an Officer’s Certificate is referred to herein as the “Claim Date” of such Officer’s Certificate (and the claims for indemnification contained therein). For purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any authorized officer of an a Parent Indemnified Party (or, in the case of an a Parent Indemnified Party who is an individual, signed by such individual): (i) stating that an such Parent 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; Losses and (ii) specifying in reasonable detail, to the extent known, 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 and a good faith non-binding(including, preliminary estimate but not limited to, setting forth the sections of the amount this Agreement to which such Indemnified Party claims to be entitled to receive hereunder, which shall be the amount of Losses such Indemnified Party claims to have so incurred or suffereditem is related; provided, however, that the Officer’s Certificate (A) need only specify such information to the knowledge of such officer or such Parent Indemnified Party as of the Claim Date, shall not limit any of the rights or remedies of such Parent Indemnified Party, and (B) may be updated and amended from time to time by the Indemnified Party, if the Indemnifying Party becomes aware of any new facts, which are relevant to the applicable indemnification claim, and which were not known to the such Parent Indemnified Party as of the Claim Date, by delivering an updated or amended Officer’s Certificate to the Stockholder Representative or applicable Indemnifying Parties, as the case may be.

Making a Claim for Indemnification; Officer’s Certificate. An Indemnified A Party may seek recovery of Losses pursuant to this Article 10 ARTICLE IX by delivering to the Representative other Party an Officer’s Certificate in respect of such claimclaim on or prior to the expiration of the applicable survival date set forth in Section 9.2. The date of such delivery of an Officer’s Certificate is referred to herein as the “Claim Date” of such Officer’s Certificate (and the claims for indemnification contained therein). For purposes hereof, “Officer’s Certificate” shall mean a certificate prepared in good faith and signed by any officer of an Indemnified Party the applicable Party: (or, in the case of an Indemnified Party who is an individual, signed by such individual): (iA) stating that an Indemnified the Party seeking indemnification under this ARTICLE IX has paid, sustained, incurred, or reasonably accrued, or reasonably anticipates that it will have to pay, sustain, incur or accrue accrue, Losses and including, to the extent reasonably practicable, a non-binding, preliminary estimate of the amounts of such Losses; and (iiB) specifying in reasonable detail, to the extent known, 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 matter to which such item is related related. Within 20 days after receiving the Officer’s Certificate, the indemnifying Party shall give written notice (the “Response Notice”) to the indemnified Party stating whether it disputes the claim for indemnification and, in the case of a third party claim or liability (a “Third Party Claim”), whether it will defend against such claim or liability at its own cost and expense. The indemnified Party may not settle a good faith non-binding, preliminary estimate Third Party Claim at any time until the next day following the end of the amount which such Indemnified 20 day period provided for the giving of the Response Notice. If the indemnifying Party claims elects to be entitled assume the defense of any Third Party Claim, it must include in the Response Notice an acknowledgment that it is responsible for indemnification with respect to receive hereunder, which shall be the amount Losses that are the basis of Losses such Indemnified the Third Party claims to have so incurred or sufferedClaim; provided, however, that such acknowledgement shall not be construed as an admission to the third party of any such liability. The indemnifying Party shall then be able to assume defense of the Third Party Claim with counsel selected by it (subject to the consent of the indemnified Party, which consent shall not be unreasonably withheld) as long as the indemnifying Party is conducting a good faith and diligent defense. If the Third Party Claim is one that by its nature cannot be defended solely by the indemnifying Party, then the indemnified Party shall make available such information and assistance as the indemnifying Party may reasonably request and shall cooperate with the indemnifying Party in such defense, at the expense of the indemnifying Party. The indemnified Party shall at all times have the right to fully participate in the defense of a Third Party Claim at its own expense directly or through counsel. In the case of a claim that is not a Third Party Claim, if the indemnifying Party fails to give the Response Notice within 20 days after receipt of the Officer’s Certificate (A) need only specify such information Certificate, it shall be deemed to have accepted and agreed to the knowledge claim. In the case of such officer a Third Party Claim, if no Response Notice is given by the indemnifying Party or such Indemnified the indemnifying Party as elects not to assume the defense of a Third Party Claim, the indemnified Party may undertake the defense of the Claim Datesubject claim or liability with counsel of its choice at the expense of the indemnifying Party. In such case, and (B) may be updated and amended from time to time by the Indemnified indemnified Party, if utilizing reasonable business judgment may compromise and settle the Indemnifying Party becomes aware of any new facts, which are relevant to claim or liability without the applicable indemnification claim, and which were not known to the Indemnified Party as approval of the Claim Date, by delivering an updated or amended Officer’s Certificate to the Representative or applicable Indemnifying Parties, as the case may beindemnifying Party.

Making a Claim for Indemnification; Officer’s Certificate. An Indemnified Party may seek recovery of Losses pursuant to this Article 10 VII by delivering in good faith to the Stockholder Representative (and, in the case of recovery sought from fewer than all of the Indemnifying Parties, delivering to the Representative applicable Indemnifying Parties) or Parent, as applicable, an Officer’s Certificate in respect of such claim. The date of such delivery of an Officer’s Certificate is referred to herein as the “Claim Date” of such Officer’s Certificate (and the claims for indemnification contained therein). For purposes hereof, “Officer’s Certificate” shall mean a certificate signed by such Company Stockholder (or by the Stockholder Representative) or a Parent Indemnified Party or any officer of an Indemnified Party thereof (or, in the case of an Indemnified Party who is an individual, signed by such individual): ), as the case may be: (i) stating that an such 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; Losses and (ii) specifying in reasonable detail, to the extent known, 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 Seller Indemnifiable Matter or Parent Indemnifiable Matter, as the case may be, to which such item is related and a good faith non-binding, preliminary estimate of the amount which such Indemnified Party claims to be entitled to receive hereunder, which shall be the amount of Losses such Indemnified Party claims to have so incurred or sufferedrelated; provided, however, that the Officer’s Certificate (A) need only specify such information to the knowledge of such officer or such Indemnified Party or officer thereof as of the Claim Date, and (B) shall not limit any of the rights or remedies of any Indemnified Party. The Officer’s Certificate may be updated and amended from time to time by the Indemnified Party, if the Indemnifying Party becomes aware of any new facts, which are relevant to the applicable indemnification claim, extent that such updates and which were not known amendments are reasonably related to the Indemnified Party as of matters set forth in the Claim Date, original claim by delivering an updated or amended Officer’s Certificate to the Representative Stockholder Representative, Parent or applicable Indemnifying Parties, as the case may be.