Indemnification Certificate definition

Indemnification Certificate has the meaning set forth in Section 7.2.1.
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Indemnification Certificate has the meaning set forth in Section 8.3(a)(i). “Indemnified Party” has the meaning set forth in Section 8.3(a)(i). “Indemnifying Party” has the meaning set forth in Section 8.3(a)(i). “Initial City Escrow Amount” has the meaning set forth in Section 1.7(b).
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Indemnification Certificate refers to a certificate signed by any indemnified party, or an officer or agent of such party, with respect to the indemnification obligations of a party hereto containing the information described in Section 8.3.
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Examples of Indemnification Certificate in a sentence

  • The Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in the Indemnification Certificate and delivers such statement to the Indemnifying Party prior to the expiration of such 30-day period.

  • The purchasing power of household appliances mostly from the customers that are the new house owner, normally they would buy a set of household appliances.

  • An Indemnifying Party’s failure to object within such 30-day period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim.

  • The Objection Notice shall indicate whether the Indemnifying Party objects to all or only a portion of the claim specified in the Indemnification Certificate and shall specify in reasonable detail the facts and circumstances supporting the Indemnifying Party’s basis and reasons for such objection.

  • An Indemnifying Party’s failure to deliver an Objection Notice in accordance with the provisions of this Section 8.4.1 within the Response Period to any claim set forth in an Indemnification Certificate shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim and the Indemnifying Party shall be deemed to have agreed that an amount equal to the full claimed amount specified in the Indemnification Certificate is owed to the Indemnified Party.

  • In the event that the Indemnifying Party agrees to or is determined to have an obligation to indemnify or reimburse the Indemnified Party for Losses as provided in this ARTICLE 8, the Indemnifying Party shall, subject to the provisions of this Section 8.4.1, promptly (but in any event, within thirty (30) days of receipt of the Indemnification Certificate) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party.

  • If the Indemnifying Party in its Objection Notice objects only to a portion of the claim set forth in the Indemnification Certificate (the amount of Losses claimed in the Indemnification Certificate to which the Indemnifying Party does not object shall be referred to herein as the “Agreed Amount”), then such Indemnifying Party shall, within ten (10) Business Days following the delivery of such Objection Notice pay the Agreed Amount to the Indemnified Party.

  • If the Indemnifying Party objects to all or a portion of the Indemnified Party’s claim made in the Indemnification Certificate, the Indemnifying Party will notify the Indemnified Party of such objection by delivering a written statement (the “Objection Notice”) to the Indemnifying Party within sixty (60) days following receipt of the Indemnification Certificate (the “Response Period”).

  • Any claim for indemnification by a Party under this ARTICLE 8 shall be made by giving an Indemnification Certificate or Claim Notice, as applicable, of a good faith claim to the other Party in accordance with Section 8.4 on or before the applicable Expiration Date, or the claim under this ARTICLE 8 shall be invalid.

  • For a period of ten (10) days after such delivery, the representative of the party not delivering the Indemnification Certificate shall either consent or object in a written statement to the claim made in the Indemnification Certificate, and such statement shall be delivered to the Escrow Agent, Parent and to the representative of the party that has delivered the Indemnification Certificate (either the Pre-Merger Company Stockholder Representative or the Pre-Merger Parent Representative).


More Definitions of Indemnification Certificate

Indemnification Certificate has the meaning ascribed to it in Clause 9.6. "INDEMNIFIED PARTY" has the meaning ascribed to it in Clause 9.4; "INDEMNIFYING PARTY" has the meaning ascribed to it in Clause 9.4;
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Indemnification Certificate means a certificate signed by any Indemnified Party: (i) stating that an Indemnified Party has incurred or suffered Losses and the amount 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 incurred or suffered, and the basis for indemnification pursuant to this Article 8 (e.g. the nature of the misrepresentation, breach of warranty or covenant to which such item is related). If the Indemnified Party is a Buyer Indemnified Person, then the Buyer shall deliver a copy of such Indemnification Certificate to the Escrow Agent.
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Indemnification Certificate means a certificate signed by any officer or duly authorized representative of an Indemnified Party (i) stating that the Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue 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 properly accrued, or the basis for such anticipated liability, and the nature of the indemnification claim
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Related to Indemnification Certificate

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Allocation Certificate has the meaning set forth in Section 1.12(b).

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Inspection Certificate means a report prepared by an independent authority or third party assessor who is qualified by experience and/or education to declare the Produce unfit for human consumption, unsuitable for sale or not meeting a particular specification or standard.

  • Information Certificate means the Information Certificate of Borrower constituting Exhibit A hereto containing material information with respect to Borrower, its business and assets provided by or on behalf of Borrower to Lender in connection with the preparation of this Agreement and the other Financing Agreements and the financing arrangements provided for herein.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Occupation Certificate means any occupation certificate as referred to in s 6.4 of the Act in respect of the Development Consent;

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Supplemental Perfection Certificate means a certificate substantially in the form of Exhibit G or any other form approved by the Administrative Agent.

  • Exemption Certificate is defined in clause (e) of Section 4.6.

  • Perfection Certificate Supplement means a certificate supplement in the form of Exhibit L-2 or any other form approved by the Collateral Agent.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Satisfaction Certificate means the certificate materially in the form of the document contained in the Appendix to schedule 4 granted by the Customer when the Supplier has Achieved a Milestone;

  • Perfection Certificate is defined in Section 5.1.

  • Claim Certificate shall have the meaning set forth in Section 8.6(a).

  • Completion Certificate means the certificate to be issued by the Engineer-in- Charge when the work/s have been completed to his satisfaction as per terms of the contract.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Tax Matters Person Certificate The Class A-R Certificate with a Denomination of $0.01.

  • registration certificate means the certificate of registration or other documents in lieu thereof establishing that the Goods supplied under the Contract are registered for use in the Purchaser’s country in accordance with the applicable law.

  • Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Perfection Certificates is defined in Section 5.1.

  • Environmental Indemnity Agreement means the environmental indemnity agreement dated as of the date of this Agreement executed by Borrower for the benefit of the Indemnified Parties and such other parties as are identified in such agreement with respect to the Premises, as the same may be amended from time to time.

  • Collateral Information Certificate the Collateral Information Certificate to be executed and delivered by the Borrower pursuant to Section 5.1, substantially in the form of Exhibit J.