Common use of Indemnification and Setoff Claims Clause in Contracts

Indemnification and Setoff Claims. In the event Parent shall have --------------------------------- incurred any Losses for which Parent wishes to seek indemnification directly from the Company Shareholders out of the Escrow Fund pursuant to this Section 7.2, Parent shall deliver to the Shareholder Representative an Officer's Certificate: (A) stating that Parent has paid or accrued Losses and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.

Indemnification and Setoff Claims. In the event Parent shall --------------------------------- have --------------------------------- incurred any Losses for which Parent wishes to seek indemnification directly from the Company Shareholders out of the Escrow Fund pursuant to this Section 7.2, Parent shall deliver to the Shareholder Representative an Officer's Certificate: (A) stating that Parent has paid or accrued Losses and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.

Indemnification and Setoff Claims. In the event Parent shall have --------------------------------- incurred any Losses for which Parent wishes to seek indemnification directly from the Company Shareholders out of the Escrow Fund pursuant to this Section 7.2, Parent shall deliver to the Shareholder Stockholder Representative an Officer's Certificate: (A) stating that Parent has paid or accrued Losses and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.

Indemnification and Setoff Claims. In the event Parent shall have --------------------------------- incurred any Losses for which Parent wishes to seek indemnification directly from the Company Shareholders Members out of the Escrow Fund pursuant to this Section 7.2, Parent shall deliver to the Shareholder Member Representative an Officer's Certificate: (A) stating that Parent has paid or accrued Losses and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.