Common use of Exercise of Offset Right Clause in Contracts

Exercise of Offset Right. To exercise the Offset Right, Parent shall (on behalf of Parent or any other Parent Indemnified Persons at issue) deliver to Holders’ Representative at the notice address set forth in Section 9.2 (as the same may be amended from time to time as provided therein and including all Persons to be copied on any notice to Holders’ Representative), a certificate signed by Parent (an “Offset Certificate”): (a) stating in good faith that one or more of the Parent Indemnified Persons has suffered or incurred Losses which are entitled to be recovered pursuant to the Offset Right (the “Stated Damages”); and (b) specifying to the extent practicable in reasonable detail the individual items of Stated Damages and the nature of the breach or other circumstance to which each such item is related. Upon the timely delivery of an Offset Certificate stating a bona fide claim for Stated Damages, and notwithstanding any provision herein to the contrary, any distribution of Milestone Shares shall be stayed to the extent of Milestone Shares reflecting such Stated Damages (as calculated pursuant to Section 8.3(a)) as provided in Section 2.10.

Exercise of Offset Right. To exercise the Offset Right, Parent shall (on behalf of Parent or any other Parent Indemnified Persons Parties at issue) deliver to Holders’ the Representative at the notice address set forth in Section 9.2 9.8 (as the same may be amended from time to time as provided therein and including all Persons to be copied on any notice to Holders’ the Representative), a certificate signed by Parent (an a “Offset Claim Certificate”): (a) stating in good faith that one or more of the Parent Indemnified Persons Parties has suffered or incurred Losses Damages which are entitled to be recovered pursuant to the Offset Right (the “Stated Claimed Damages”); and (b) specifying to the extent practicable in reasonable detail the individual items of Stated Claimed Damages and the nature of the breach or other circumstance to which each such item is related. Upon the timely delivery of an Offset a Claim Certificate stating a bona fide claim for Stated Claimed Damages, and notwithstanding any provision herein to the contrary, any distribution of the applicable Milestone Shares Shares, the applicable Tax Refunds or the applicable Earnout Consideration corresponding to the amount of Claimed Damages (calculated in accordance with this Article VII) shall be stayed to the extent of Milestone Shares reflecting such Stated Damages (as calculated pursuant to Section 8.3(a)) as provided pending final resolution in Section 2.10accordance herewith.

Exercise of Offset Right. To exercise the Offset Right, Parent shall (on behalf of Parent or any other Parent Indemnified Persons Parties at issue) deliver to Holders’ the Representative at the notice address set forth in Section 9.2 10.8 (as the same may be amended from time to time as provided therein and including all Persons to be copied on any notice to Holders’ the Representative), a certificate signed by Parent (an a “Offset Claim Certificate”): (a) stating in good faith that one or more of the Parent Indemnified Persons Parties has suffered or incurred Losses Damages which are entitled to be recovered pursuant to the Offset Right (the “Stated Claimed Damages”); and (b) specifying to the extent practicable in reasonable detail the individual items of Stated Claimed Damages and the nature of the breach or other circumstance to which each such item is related. Upon the timely delivery of an Offset a Claim Certificate stating a bona fide claim for Stated Claimed Damages, and notwithstanding any provision herein to the contrary, any distribution of the Milestone Shares Consideration shall be stayed to the extent of Milestone Shares reflecting such Stated Damages (as calculated pursuant to Section 8.3(a)) as provided pending final resolution in Section 2.10accordance herewith.