Indemnification Certificate Sample Clauses
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Indemnification Certificate. In connection with each of (x) a preliminary and a private placement memorandum, or (y) a preliminary and final prospectus, as applicable, Borrower agrees to provide, at Lender’s reasonable request, an indemnification certificate (at no cost to Borrower other than legal fees of counsel to the Borrower and Sponsor):
(a) certifying that Borrower has carefully examined those portions of such memorandum or prospectus, as applicable, reasonably designated in writing by Lender for Borrower’s review pertaining to Borrower, the Property, the Loan and/or the Provided Information and insofar as such sections or portions thereof specifically pertain to Borrower, the Property, the Provided Information or the Loan (such portions, the “Relevant Portions”), the Relevant Portions do not (except to the extent specified by Borrower if Borrower does not agree with the statements therein), as of the date of such certificate, to the Best of Borrower’s Knowledge, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.
(b) indemnifying Lender and the Affiliates of Citigroup Global Markets Inc. (collectively, “CGM”) that have prepared the Disclosure Document relating to the Securitization, each of its directors, each of its officers who have signed the Disclosure Document and each person or entity who controls CGM within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “CGM Group”), and CGM, together with the CGM Group, each of their respective directors and each person who controls CGM or the CGM Group, within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the “Underwriter Group”) for any actual, out-of-pocket losses, third party claims, damages (excluding lost profits, diminution in value and other consequential damages) or liabilities arising out of third party claims (the “Liabilities”) to which any member of the Underwriter Group may become subject to the extent such Liabilities arise out of or are based upon any untrue statement of any material fact contained in the Relevant Portions and in the Provided Information or arise out of or are based upon the omission by Borrower to state therein a material fact required to be stated in the Relevant Portions in order to make the statements in the Relevant Portions in light of the c...
Indemnification Certificate. If any Losses shall be paid or accrued by any Indemnitee or a claim shall be asserted against any Indemnitee, or a proceeding shall be pending which may give rise to any Losses with respect to which such Indemnitee would be entitled to be indemnified hereunder by any Indemnifying Party, such Indemnitee shall deliver a certificate (an “Indemnification Certificate”) signed by such Indemnitee, to each Indemnifying Party which Indemnification Certificate shall:
(i) state that such Indemnitee has paid or accrued Losses, or that a claim has been asserted against such Indemnitee, or a proceeding is pending, which claim or proceeding may, in such Indemnitee’s judgment, result in the incurrence of Losses to which such Indemnitee is entitled to indemnification pursuant hereto; and
(ii) to the extent practicable, specify in reasonable detail each individual item of paid or accrued Losses or each such claim or proceeding and the amount of such paid or accrued Losses or a good faith estimate of the amount of Losses that may, in such Indemnitee’s judgment, arise from such claim or proceeding; provided, however, that no delay on the part of the Indemnitee in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced by such delay.