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 VII by delivering to the 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 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 accrued, or the basis for such anticipated liability, and the nature of the Indemnifiable Matter to which such item is related; 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 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 Indemnifying Parties.

Making a Claim for Indemnification; Officer’s Certificate. An A Parent Indemnified Party may seek recovery of Losses pursuant to this Article VII Section 8.4(a) by delivering to the other party or parties Stockholder Representative (each an “Indemnifying Party” and collectivelyand, 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 and (ii) specifying in reasonable detail 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 (including, but not limited to, setting forth the sections of this Agreement to which such item is related; provided, however, that the Officer’s Certificate need only specify such information that would not result in to the loss knowledge of privilege and that is known to 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 (except to add any claim for which the survival period has then expired) by the such Parent Indemnified Party 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 Party may seek recovery of Losses pursuant to this Article VII 10 by delivering to the other party or parties (each an “Indemnifying Party” and collectively, the “Indemnifying Parties”) 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 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 relatedrelated 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 that would not result in to the loss knowledge of privilege and that is known to 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 Indemnified A Party may seek recovery of Losses pursuant to this Article VII ARTICLE IX by delivering to the other party or parties (each an “Indemnifying Party” and collectively, the “Indemnifying Parties”) 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 (iiB) 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 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 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 Third Party Claim at any time until the next day following the end of the 20 day period provided for the giving of the Response Notice. If the indemnifying Party elects to 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 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 that would Certificate, it shall be deemed to have accepted and agreed to the claim. In the case of a Third Party Claim, if no Response Notice is given by the indemnifying Party or the indemnifying Party elects not result in to assume the loss defense of privilege and that is known to such officer or such Indemnified a Third Party as 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 (except to add any settle the claim for which or liability without the survival period has then expired) by approval of the Indemnified Party by delivering an updated or amended Officer’s Certificate to the Indemnifying Partiesindemnifying Party.

Making a Claim for Indemnification; Officer’s Certificate. An Indemnified Party may seek recovery of Losses pursuant to this Article VII by delivering in good faith to the other party or parties Stockholder Representative (each an “Indemnifying Party” and collectivelyand, in the “case of recovery sought from fewer than all of the Indemnifying Parties”, delivering to the 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 and (ii) specifying in reasonable detail 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; provided, however, that the Officer’s Certificate need only specify such information that would not result in to the loss knowledge of privilege and that is known to 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 (except to add any claim for which the survival period has then expired) 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 Stockholder Representative, Parent or applicable Indemnifying Parties, as the case may be.