Common use of Claims by Parent Clause in Contracts

Claims by Parent. Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate of Parent (an "Officer's Certificate") setting forth a claim under this Article IX and specifying in reasonable detail (i) the individual items of such Damages included in the amount so stated, (ii) the date each such item was paid or properly accrued or arose, and (iii) the nature of the Company Indemnifiable Item to which such item is related, the Escrow Agent shall, subject to the provisions of Sections 9.3(a) and 9.7 hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, Parent Capital Stock, cash (or a certified or bank cashier's check or wire transfer) or other assets held in the Escrow Fund having a fair market value (determined in accordance with Section 2.4 of the Escrow Agreement) equal to such Damages, in the same proportion of Parent Capital Stock, cash and such other assets as constitutes the Escrow Fund at the time of such delivery, whereupon the Holders shall have no further liability to Parent with respect to the claim set forth in such Officer's Certificate.

Claims by Parent. Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate of Parent (an "Officer's Certificate") setting forth a claim under this Article IX and specifying in reasonable detail (i) the individual items of such Damages included in the amount so stated, (ii) the date each such item was paid or properly accrued or arose, and (iii) the nature of the Company Indemnifiable Item to which such item is related, the Escrow Agent shall, subject to the provisions of Sections 9.3(a) and 9.7 hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, Parent Capital Stock, cash (or a certified or bank cashier's check or wire transfer) or other assets held in the Escrow Fund having a fair market value (determined in accordance with Section 2.4 of the Escrow Agreement) equal to such Damages, in the same proportion of Parent Capital Stock, cash and such other assets as constitutes the Escrow Fund at the time of such delivery, whereupon the Holders shall have no further liability to Parent with respect to the claim set forth in such Officer's Certificate.other