definiens: shall mean a certificate prepared in good faith andsigned by any officer of the applicable Party : ( A ) stating that the Party seeking indemnificationunder this ARTICLE IX has paid, sustained, incurred, or – 23 – reasonably accrued, or reasonably anticipates that it will have to pay, sustain, incur or accrue, Losses and ( B ) specifying in reasonable detail the individual items of Losses included in theamount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basisfor such anticipated liability, and the nature of the matter to which such item is related . Within 20days after receiving the Officer ’s Certificate, the indemnifying Party shall give written notice ( the ) to the indemnified Party stating whether it disputes the claim forindemnification and, in the case of a third party claim or liability ( a ), whether itwill defend against such claim or liability at its own cost and expense