Common use of SEC Certifications Clause in Contracts

SEC Certifications. Executive's duties shall include taking such actions as are necessary so that Executive is in a position to give, and does give, all certifications that a Chief Executive Officer, under federal law or regulations, is required to give with the submission by the Company of reports or other filings to the Securities and Exchange Commission ("SEC filings"), provided, however, that Executive shall not have violated this Agreement if Executive is not in a position to give or does not give any such certification because (i) Executive determines that he cannot make such certification truthfully or with sufficient certainty due to the existence of conditions or information, or the inability to confirm such conditions or information, and (ii) the existence of such conditions or information or the inability to confirm such conditions or information, or the failure to have properly reported in an SEC filing in a timely and appropriate fashion such conditions or information, was in each case not due to the gross negligence or willful misconduct of Executive while serving in his capacity as Chief Executive Officer.