Officer’s Claim Certificate Sample Clauses

Officer’s Claim Certificate. If any Indemnified Party has or claims to have incurred or suffered Losses for which it is or may be entitled to indemnification, compensation or reimbursement pursuant to this Article X from the Purchaser or any of the Selling Shareholders, as the case me be (each of the forgoing, an "Indemnifying Party"), Purchaser or the applicable Shareholders Representative, as the case may be, may deliver to the other party (and if any Purchaser's claim relates to a specific Selling Shareholder, also to such Selling Shareholder) (each delivering party shall be referred to as a "Delivering Party" and each receiving party shall be referred to as an "Addressee"), a certificate signed by any officer of the Delivering Party; provided, however that failure of the Delivering Party to give any such certificate will relieve the relevant Indemnifying Party of its indemnification obligations hereunder to the extent that it is delivered or claimed after the applicable Sellers Survival Date or the Purchaser Survival Date, as applicable (any certificate delivered in accordance with the provisions of this Section 10.04(a) is referred to as a "Officer’s Claim Certificate"):
Sample 1
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Officer’s Claim Certificate. Except as provided in Schedule 11.02(a)(5) as it applies to any claim by a Purchaser Indemnitee for indemnification pursuant to Section 11.02(a)(5), if after: (i) any Purchaser Indemnitee has or claims to have incurred or suffered Damages or (ii) any Purchaser Indemnitee has made a reasonable determination that there is or may have been a breach of a representation, warranty or covenant contained in this Agreement or becomes aware of any breach of this Agreement or breach or misrepresentation of a representation or other event or circumstance for which it is, or may be or become, entitled to indemnification, compensation or reimbursement pursuant to this Article XI, Purchaser may deliver to the Holder Representatives a certificate signed by any officer of Purchaser (any certificate delivered in accordance with the provisions of this Section 11.03(a) an “Officer’s Claim Certificate”):
Sample 1
Officer’s Claim Certificate. If after: (i) any Indemnitee has or claims to have incurred or suffered Damages or (ii) any Indemnitee has made a reasonable determination that there is or may have been a breach of a representation, warranty or covenant contained in this Agreement or becomes aware of any breach of this Agreement or breach or misrepresentation of a representation or other event or circumstance for which it is, or may be or become, entitled to indemnification, compensation or reimbursement pursuant to this Article X, Purchaser may deliver to the Holder Representative a certificate signed by any officer of Purchaser (any certificate delivered in accordance with the provisions of this Section 10.4(a) an “Officer’s Claim Certificate”):
Sample 1
Officer’s Claim Certificate. If at any time prior to the Survival Date, the Fundamental Rep Survival Date, or the Specific Indemnity Survival Date, as applicable, a Buyer Indemnified Party determines that it has a claim for indemnification pursuant to this Section 8.2, such Buyer Indemnified Party may deliver to the Sellers’ Representative a certificate signed by any officer of such Buyer Indemnified Party (any certificate delivered in accordance with the provisions of this Section 8.2(e), an “Officer’s Claim Certificate”) which includes the following:
Sample 1
Officer’s Claim Certificate. If any Purchaser Indemnified Party has or claims to have incurred or suffered Losses for which it is or may be entitled to indemnification, compensation or reimbursement pursuant to this ‎Article X, the Purchaser may deliver to the Shareholders Representative a certificate signed by any officer of the Purchaser, provided however that failure of the Purchaser or any Purchaser Indemnified Party to give any such certificate will not affect the indemnification provided hereunder (any certificate delivered in accordance with the provisions of this ‎Section 10.03(a), an “Officer’s Claim Certificate”). Such Officer’s Claim Certificate shall:
Sample 1

Related to Officer’s Claim Certificate

  • Officer’s Certificate of the Company The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

  • Officer’s Closing Certificate Receipt by the Administrative Agent of a certificate, dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of the Term Loan and any Revolving Loans on the Closing Date, the conditions specified in Sections 3.1(e) and (f) and Sections 3.2(a), (b) and (c) are satisfied as of the Closing Date.

  • Manager Officers’ Certificate The Representatives shall have received a certificate, dated such Closing Date, of the Chief Executive Officer and Chief Financial Officer of the Manager in which such officers shall state that: the representations and warranties of the Manager in this Agreement are true and correct; the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date.

  • Company Officers’ Certificate A certificate, dated such Date of Delivery, of the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.

  • Officer’s Certificate of the Borrower The Administrative Agent shall have received a certificate from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects; that the Borrower is not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that each of the closing conditions has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise).

  • Financial Officer’s Certificate (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (A) certifying that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) beginning with the fiscal quarter ending October 30, 2012, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10 (including the aggregate amount of the Cumulative Growth Amount for such period and the uses therefor) and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Holding’s calculation of Excess Cash Flow; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, beginning with the fiscal year ending January 29, 2013, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default insofar as it relates to a financial covenant under Section 6.10 has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof;

  • Officer’s Certificates Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

  • Annual Officer’s Certificate On or before July 31st of each year, beginning with July 31, 2002, the Servicer, at its own expense, will deliver to Xxxxxx Capital and the Master Servicer a Servicing Officer's certificate stating, as to each signer thereof, that (i) a review of the activities of the Servicer during such preceding fiscal year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement for such year, or, if there has been a default in the fulfillment of all such obligations, specifying each such default known to such officer and the nature and status thereof including the steps being taken by the Servicer to remedy such default.

  • Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent The Purchase Contract Agent, subject to Sections 7.01 and 7.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.

  • Officer’s Compliance Certificate At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.

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