Claims Certificate. (i) Promptly after the incurrence of, or occurrence of any circumstance that is reasonably likely to give rise to, any Losses by any Person entitled to indemnification pursuant to Section 8.01 or 8.02 (an “Indemnified Party”), including any claim by a third party described in Section 8.03(d)(i), that might give rise to indemnification hereunder, the Indemnified Party shall deliver to the Party from which indemnification is sought (the “Indemnifying Party”) a certificate (a “Claim Certificate”), which Claim Certificate shall: (A) state that the Indemnified Party has paid or anticipates it will incur Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement, and (B) specify in reasonable detail (and have annexed thereto all supporting documentation, including any correspondence in connection with any Third-Party Claim and paid invoices for claimed Losses) each individual item of Loss included in the amount so stated, the date such item was paid or accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. The Indemnifying Party shall be relieved of its indemnification obligations under this Article VIII only if (and then only to the extent that) it is actually prejudiced by the failure of the Indemnified Party to provide a timely and adequate Claim Certificate.
Claims Certificate. Each Bank or the Issuing Bank, as the case may be, will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank or the Issuing Bank, as the case may be, to compensation or indemnification pursuant to Sections 2.12, 2.13 or 2.15 as promptly as practicable after such Bank obtains knowledge of the occurrence of such event. A certificate of such Bank or the Issuing Bank, as the case may be, setting forth in reasonable detail (i) such amount or amounts as shall be necessary to compensate such Bank (or participating banks or other entities pursuant to Section 9.02) or the Issuing Bank, as the case may be, as specified above and (ii) the calculation of such amount or amounts shall be delivered to the Borrower (with a copy to the Agent) and shall be conclusive absent manifest error. The Borrower shall pay to such Bank or to the Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after its receipt of the same. Subject to the last sentence of this Section 2.16, the failure of any Bank or the Issuing Bank to demand any such compensation or indemnification shall not constitute a waiver of the right of such Bank, any other Bank or the Issuing Bank, to demand any such compensation or indemnification as such rights are set forth herein. In no event shall the Borrower be obligated to compensate any Bank pursuant to Sections 2.12, 2.13, or 2.15 for any such amount that accrued more than one hundred eighty (180) days prior to the date notice is given to the Borrower by the Bank requesting such compensation.
Claims Certificate. (a) Each Bank or the Issuing Bank, as the case may be, will notify the Borrowers of any event occurring after the date of this Agreement which will entitle such Bank or the Issuing Bank, as the case may be, to compensation or indemnification pursuant to SECTION 2.11 through SECTION 2.14 as promptly as practicable after such Bank obtains actual knowledge of the occurrence of such event, and, in any event, within 180 days thereof. A certificate of such Bank or the Issuing Bank, as the case may be, setting forth in reasonable detail (i) such amount or amounts as shall be necessary to compensate such Bank (or participating banks or other entities pursuant to SECTION 10.02) or the Issuing Bank, as the case may be, as specified above and (ii) the calculation of such amount or amounts shall be delivered to the Borrowers (with a copy to the Administrative Agent) and shall be conclusive absent manifest error. The Borrowers shall pay to such Bank or to the Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after its receipt of the same. Subject to the last sentence of this SECTION 2.15, the failure of any Bank or the Issuing Bank to demand any such compensation or indemnification shall not constitute a waiver of the right of such Bank, any other Bank or the Issuing Bank, to demand any such compensation or indemnification as such rights are set forth herein.
Claims Certificate. (a) Each Bank or the Issuing Bank, as the case may be, will notify the Borrowers of any event occurring after the date of this Agreement which will entitle such Bank or the Issuing Bank, as the case may be, to compensation or indemnification
Claims Certificate. The Company shall have delivered to Acquiror ------------------ and Acquiror Sub a certificate dated as of the Closing Date signed by a duly authorized officer stating that (i) to its knowledge, except as specified in such certificate in reasonable detail, the Company is aware of no breach of any representation, warranty or covenant by Acquiror or Acquiror Sub under this Merger Agreement or under any agreement or instrument executed in connection herewith that could be reasonably expected to result in a claim for indemnification under this Merger Agreement and (ii) the Company and the Principal Company Stockholders irrevocably waive any and all rights to indemnification against Acquiror and Acquiror Sub to the extent any Damages arising from the matters described in such certificate or any other matters of which the Company then has knowledge exceed $5,000,000 in the aggregate.
Claims Certificate. Acquiror and Acquiror Sub shall have ------------------ delivered to the Company a certificate dated as of the Closing Date signed by a duly authorized officer stating that (i) to their knowledge, except as specified in such certificate in reasonable detail, Acquiror and Acquiror Sub are aware of no breach of any representation, warranty or covenant by the Company or any Principal Company Stockholder under this Merger Agreement or under any agreement or instrument executed in connection herewith that could be reasonably expected to result in a claim for indemnification under this Merger Agreement and (ii) Acquiror and Acquiror Sub irrevocably waive any and all rights to indemnification against the Principal Company Stockholders and the Company Stockholders to the extent any Damages arising from the matters described in such certificate or any other matters of which Acquiror or Acquiror Sub then has knowledge exceed $5,000,000 in the aggregate.
