Common use of Indemnification Certificate Clause in Contracts

Indemnification Certificate. If any Losses shall be paid or accrued by any Indemnified Party or a claim shall be asserted against any Indemnified Party, or a proceeding shall be pending which may give rise to any Losses with respect to which such Indemnified Party would be entitled to be indemnified hereunder by any Indemnifying Party, such Indemnified Party shall deliver a certificate (an “Indemnification Certificate”) signed by such Indemnified Party, to each Indemnifying Party which Indemnification Certificate shall: (1) state that such Indemnified Party has paid or properly accrued Losses, or that a claim has been asserted against such Indemnified Party, or a proceeding is pending, which claim or proceeding may, in such Indemnified Party’s judgment, result in the incurrence of Losses to which such Indemnified Party is entitled to indemnification pursuant hereto; and (2) 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 the amount of Losses that may, in such Indemnified Party’s judgment, arise from such claim or proceeding.

Indemnification Certificate. If any Losses shall be paid or accrued by any Indemnified Party Indemnitee or a claim shall be asserted against any Indemnified PartyIndemnitee, or a proceeding shall be pending which may give rise to any Losses with respect to which such Indemnified Party Indemnitee would be entitled to be indemnified hereunder by any Indemnifying Party, such Indemnified Party Indemnitee shall deliver a certificate (an “Indemnification Certificate”) signed by such Indemnified PartyIndemnitee, to each Indemnifying Party which Indemnification Certificate shall: (1i) state that such Indemnified Party Indemnitee has paid or properly accrued Losses, or that a claim has been asserted against such Indemnified PartyIndemnitee, or a proceeding is pending, which claim or proceeding may, in such Indemnified PartyIndemnitee’s judgment, result in the incurrence of Losses to which such Indemnified Party Indemnitee is entitled to indemnification pursuant hereto; and (2ii) 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 Indemnified PartyIndemnitee’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.