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 IX by delivering to the Purchaser (if the Indemnifying Party is a Purchaser) or the Stockholders’ Representative (if the Indemnifying Party is one or more Stockholders) 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” means a certificate signed by any authorized representative of an Indemnified Party (or, in the case of an Indemnified Party who is an individual, signed by such individual) 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 a reasonable description of the circumstances surrounding such Claim and the provisions of this Agreement under which such party is claiming indemnification; provided, that the Officer’s Certificate 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, and may be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Officer’s Certificate to the Stockholders.

Making a Claim for Indemnification; Officer’s Certificate. An Indemnified Party may seek recovery of Losses pursuant to this Article IX by delivering to the Purchaser (if the Indemnifying Party is a Purchaser) or the Stockholders’ Stockholder Representative (if the Indemnifying Party is one or more Stockholders) 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” means a certificate signed by any authorized representative of an Indemnified Party (or, in the case of an Indemnified Party who is an individual, signed by such individual) stating that an Indemnified Party has paid, sustained, incurred incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur or accrue Losses, Losses and including, to the extent reasonably practicable, a non-binding, preliminary estimate of the amounts of such Losses and a reasonable description of the circumstances surrounding such Claim and the provisions of this Agreement under which such party is claiming indemnificationLosses; provided, that the Officer’s Certificate 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 PartyParty (if validly updated and 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 by delivering an updated or amended Officer’s Certificate to the StockholdersSecurityholder Representative or Parent, as applicable. Any Officer’s Certificate delivered pursuant to this Section 9.4(a) shall include copies of all material written evidence of the relevant Losses.

Making a Claim for Indemnification; Officer’s Certificate. An Indemnified Party may seek recovery of Losses pursuant to this Article IX 10 by delivering to the Purchaser (if the Indemnifying Party is a Purchaser) or the Stockholders’ Representative (if the Indemnifying Party is one or more Stockholders) 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” means shall mean a certificate signed by any authorized representative 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 incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur or accrue Losses, 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 reasonable description good faith non-binding, preliminary estimate of the circumstances surrounding such Claim and the provisions of this Agreement under amount which such party is claiming indemnificationIndemnified 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, 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 StockholdersRepresentative 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 IX 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 Purchaser (if the applicable Indemnifying Party is a PurchaserParties) or the Stockholders’ Representative (if the Indemnifying Party is one or more Stockholders) 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” means shall mean a certificate signed by any authorized representative of an such Company Stockholder (or by the Stockholder Representative) or a Parent Indemnified Party or any officer 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 incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur or accrue Losses, Losses and including, to the extent reasonably practicable, a non-binding, preliminary estimate of the amounts of such Losses and a (ii) specifying in reasonable description 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 circumstances surrounding such Claim and Seller Indemnifiable Matter or Parent Indemnifiable Matter, as the provisions of this Agreement under case may be, to which such party item is claiming indemnificationrelated; provided, however, that the Officer’s Certificate need only specify such information to the knowledge of such officer or such Indemnified Party or officer thereof as of the Claim Date, shall not limit any of the rights or remedies of any Indemnified Party, and . The Officer’s Certificate may be updated and amended from time to time by the Indemnified Party to the extent that such updates and amendments are reasonably related to the matters set forth in the original claim by delivering an updated or amended Officer’s Certificate to the StockholdersStockholder Representative, Parent 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 ARTICLE IX by delivering to the Purchaser (if the Indemnifying other Party is a Purchaser) or the Stockholders’ Representative (if the Indemnifying Party is one or more Stockholders) 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” means shall mean a certificate prepared in good faith and signed by any authorized representative officer of an Indemnified Party the applicable Party: (or, in the case of an Indemnified Party who is an individual, signed by such individualA) stating that an Indemnified the Party seeking indemnification under this ARTICLE IX has paid, sustained, incurred incurred, or reasonably accrued, or reasonably anticipates that it will have to pay, sustain, incur or accrue Lossesaccrue, Losses and (B) 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 includingthe nature of the matter to which such item is related. Within 20 days after receiving the Officer’s Certificate, the indemnifying Party shall give written notice (the “Response Notice”) to the extent reasonably practicableindemnified Party stating whether it disputes the claim for indemnification and, in the case of a non-bindingthird party claim or liability (a “Third Party Claim”), preliminary estimate whether it will defend against such claim or liability at its own cost and expense. The indemnified Party may not settle a Third Party Claim at any time until the next day following the end of the amounts of such Losses and a reasonable description 20 day period provided for the giving of the circumstances surrounding such Claim and Response Notice. If the provisions indemnifying Party elects to assume the defense of this Agreement under which such party any Third Party Claim, it must include in the Response Notice an acknowledgment that it is claiming indemnificationresponsible for indemnification with respect to the Losses that are the basis of the Third Party Claim; 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 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 Date, shall not limit any subject claim or liability with counsel of its choice at the expense of the rights or remedies of any Indemnified indemnifying Party. In such case, the indemnified Party, utilizing reasonable business judgment may compromise and may be updated and amended from time to time by settle the Indemnified Party by delivering an updated claim or amended Officer’s Certificate to liability without the Stockholdersapproval of the indemnifying Party.

Making a Claim for Indemnification; Officer’s Certificate. An Indemnified Party may seek recovery of Losses pursuant to this Article IX VII by delivering to the Purchaser other party or parties (if each an “Indemnifying Party” and collectively, the “Indemnifying Party is a Purchaser) or the Stockholders’ Representative (if the Indemnifying Party is one or more StockholdersParties”) 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” means shall mean a certificate signed by any authorized representative 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 incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur or accrue LossesLosses 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 including, to the extent reasonably practicable, a non-binding, preliminary estimate nature of the amounts of such Losses and a reasonable description of the circumstances surrounding such Claim and the provisions of this Agreement under Indemnifiable Matter to which such party item is claiming indemnificationrelated; provided, that the Officer’s Certificate 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 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 by delivering an updated or amended Officer’s Certificate to the StockholdersIndemnifying Parties.

Making a Claim for Indemnification; Officer’s Certificate. An A Parent Indemnified Party may seek recovery of Losses pursuant to this Article IX Section 8.4(a) by delivering to the Purchaser Stockholder Representative (if and, in the case of recovery sought from fewer than all of the Indemnifying Party is Parties, delivering to the applicable Indemnifying Parties, with a Purchaser) or copy to the Stockholders’ Representative (if the Indemnifying Party is one or more StockholdersStockholder 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” means shall mean a certificate signed by any authorized representative 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 incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur or accrue Losses, Losses and including, to the extent reasonably practicable, a non-binding, preliminary estimate of the amounts of such Losses and a (ii) specifying in reasonable description 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 circumstances surrounding Indemnifiable Matter to which such Claim and item is related (including, but not limited to, setting forth the provisions sections of this Agreement under to which such party item is claiming indemnificationrelated; provided, however, that the Officer’s Certificate 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 any such Parent Indemnified Party, and may be updated and amended from time to time by the such Parent Indemnified Party by delivering an updated or amended Officer’s Certificate to the StockholdersStockholder Representative or applicable Indemnifying Parties, as the case may be.