Common use of Claim for Losses Clause in Contracts

Claim for Losses. If a Claim is to be made by a Person entitled to indemnification hereunder, the Person claiming such indemnification shall give a Claim Notice as soon as practicable after the Person entitled to indemnification has knowledge of any event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Person seeking indemnification shall relieve the Person against whom indemnification is sought from any obligation hereunder unless (and then solely to the extent) such Person is thereby materially and actually prejudiced. If any lawsuit or enforcement action is filed against any Person entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Person against whom indemnification is asserted as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The indemnifying Person shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at such Person’s cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Person claiming such indemnification (which may not be unreasonably withheld), unless such compromise or settlement (x) includes an unconditional release in form and substance reasonably satisfactory to the indemnified Person from all liability in respect of such Claim and (y) does not, in the reasonable judgment of the indemnified Person, impose any burden, restraint, cost, liability, duty or other obligation on or otherwise adversely affect or have the potential to adversely affect the Person claiming indemnification, in which event such written consent shall not be required. If the Person against whom indemnification is sought fails to assume the defense of such Claim within fifteen (15) calendar days after receipt of the Claim Notice, the Person claiming such indemnification against which such Claim has been asserted will (upon delivering notice to such effect) have the right to undertake, at the expense of the Person against whom indemnification is sought, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Person against whom indemnification is sought. In the event the Person claiming such indemnification assumes the defense of the Claim, such Person will keep the Person against whom indemnification is asserted reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying Person shall be liable for any settlement of any action effected pursuant to and in accordance with this Agreement and for any final judgment, and the Person against whom indemnification is asserted agrees to indemnify and hold harmless the Person claiming indemnification from and against any Losses by reason of such settlement or judgment.

Claim for Losses. If a Claim is to be made by a Person party entitled to indemnification hereunderhereunder against the Vendor, the Person party claiming such indemnification shall give a Claim Notice to the Vendor as soon as practicable after the Person party entitled to indemnification has knowledge becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Person seeking indemnification Owner in notifying the Vendor shall relieve the Person against whom indemnification is sought Vendor from any obligation hereunder unless (and then solely to the extent) such Person the Vendor is thereby materially and actually prejudiced. If any lawsuit or enforcement action is filed against any Person party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Person against whom indemnification is asserted Vendor as promptly as practicable (and in any event within fifteen twenty (1520) calendar days after the service of the citation or summons). The indemnifying Person Vendor shall be entitled, if it so elects, elects to: (i) to defend such lawsuit or action, ; (ii) to employ and engage attorneys of its own choice to handle and defend the same, at such Person’s the Vendor's cost, risk and expense, ; and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Person claiming such indemnification Owner (which may not be unreasonably withheld), unless such compromise or settlement (x) includes an unconditional release in form and substance reasonably satisfactory to of any claims against the indemnified Person from all liability in respect of such Claim and (y) does not, in the reasonable judgment of the indemnified Person, impose any burden, restraint, cost, liability, duty or other obligation on or otherwise adversely affect or have the potential to adversely affect the Person claiming indemnification, Owner in which event such written consent of the Owner shall not be required. If the Person against whom indemnification is sought Vendor fails to assume the defense of such Claim within fifteen twenty (1520) calendar days after receipt of the Claim Notice, the Person claiming such indemnification Owner against which such Claim has been asserted will (upon delivering notice to such effecteffect to the Vendor) have the right to undertake, at the expense of the Person against whom indemnification is soughtVendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Person against whom indemnification is soughtVendor. In the event the Person claiming such indemnification Owner assumes the defense of the Claim, such Person the Owner will keep the Person against whom indemnification is asserted Vendor reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying Person Vendor shall be liable for any settlement of any action effected pursuant to and in accordance with this Agreement and for any final judgmentjudgment (subject to any right of appeal), and the Person against whom indemnification is asserted Vendor agrees to indemnify and hold harmless the Person claiming indemnification Owner from and against any Losses by reason of such settlement or judgment.

Claim for Losses. If a Claim is to be made by a Person party entitled to ---------------- indemnification hereunderhereunder against the Vendor, the Person party claiming such indemnification shall give a Claim Notice to the Vendor as soon as practicable after the Person party entitled to indemnification has knowledge becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Person seeking indemnification Owner in notifying the Vendor shall relieve the Person against whom indemnification is sought Vendor from any obligation hereunder unless (and then solely to the extent) such Person the Vendor is thereby materially and actually prejudiced. If any lawsuit or enforcement action is filed against any Person party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Person against whom indemnification is asserted Vendor as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The indemnifying Person Vendor shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at such Person’s the Vendor's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Person claiming such indemnification Owner (which may not be unreasonably withheld), unless such compromise or settlement (x) includes an unconditional release in form and substance reasonably satisfactory to of any claims against the indemnified Person from all liability in respect of such Claim and (y) does not, in the reasonable judgment of the indemnified Person, impose any burden, restraint, cost, liability, duty or other obligation on or otherwise adversely affect or have the potential to adversely affect the Person claiming indemnification, Owner in which event such written consent of the Owner shall not be required. If the Person against whom indemnification is sought Vendor fails to assume the defense of such Claim within fifteen (15) calendar days after receipt of the Claim Notice, the Person claiming such indemnification Owner against which such Claim has been asserted will (upon delivering notice to such effecteffect to the Vendor) have the right to undertake, at the expense of the Person against whom indemnification is soughtVendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Person against whom indemnification is soughtVendor. In the event the Person claiming such indemnification Owner assumes the defense of the Claim, such Person the Owner will keep the Person against whom indemnification is asserted Vendor reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying Person Vendor shall be liable for any settlement of any action effected pursuant to and in accordance with this Agreement and for any final judgmentjudgment (subject to any right of appeal), and the Person against whom indemnification is asserted Vendor agrees to indemnify and hold harmless the Person claiming indemnification Owner from and against any Losses by reason of such settlement or judgment.

Claim for Losses. If a Claim is to be made by a Person party entitled to indemnification hereunder, the Person party claiming such indemnification shall give a Claim Notice as soon as practicable after the Person party entitled to indemnification has knowledge becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this AgreementContract, provided, however, no delay on the part of the Person party seeking indemnification shall relieve the Person party against whom indemnification is sought from any obligation hereunder unless (and then solely to the extent) such Person party is thereby materially and actually prejudiced. If any lawsuit or enforcement action is filed against any Person party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Person against whom indemnification is asserted other party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The indemnifying Person party shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at such Person’s party's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Person party claiming such indemnification (which may not be unreasonably withheld), unless such compromise or settlement (x) includes an unconditional release in form of any and substance reasonably satisfactory to all claims against the indemnified Person from all liability in respect of party claiming such Claim and (y) does not, in the reasonable judgment of the indemnified Person, impose any burden, restraint, cost, liability, duty or other obligation on or otherwise adversely affect or have the potential to adversely affect the Person claiming indemnification, indemnification in which event such written consent shall not be required. If the Person party against whom indemnification is sought fails to assume the defense of such Claim within fifteen (15) calendar days after receipt of the Claim Notice, the Person party claiming such indemnification against which such Claim has been asserted will (upon delivering notice to such effect) have the right to undertake, at the expense of the Person against whom indemnification is soughtother party's expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Person party against whom indemnification is sought. In the event the Person party claiming such indemnification assumes the defense of the Claim, such Person party will keep the Person against whom indemnification is asserted other party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying Person party shall be liable for any settlement of any action effected pursuant to and in accordance with this Agreement Contract and for any final judgmentjudgment (subject to any right of Nortel Networks and Cricket Communications Proprietary and Confidential Information appeal), and the Person against whom indemnification is asserted such party agrees to indemnify and hold harmless the Person party claiming indemnification from and against any Losses by reason of such settlement or judgment.

Claim for Losses. If a Claim is to be made by a Person party entitled to indemnification hereunderhereunder against the Vendor, the Person party claiming such indemnification shall give a Claim Notice to the Vendor as soon as practicable after the Person party entitled to indemnification has knowledge becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Person seeking indemnification Owner in notifying the Vendor shall relieve the Person against whom indemnification is sought Vendor from any obligation hereunder unless (and then solely to the extent) such Person the Vendor is thereby materially and actually prejudiced. If any lawsuit or enforcement action is filed against any Person party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Person against whom indemnification is asserted Vendor as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The indemnifying Person Vendor shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at such Person’s the Vendor's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Person claiming such indemnification Owner (which may not be unreasonably withheld), unless such compromise or settlement (x) includes an unconditional release in form and substance reasonably satisfactory to of any claims against the indemnified Person from all liability in respect of such Claim and (y) does not, in the reasonable judgment of the indemnified Person, impose any burden, restraint, cost, liability, duty or other obligation on or otherwise adversely affect or have the potential to adversely affect the Person claiming indemnification, Owner in which event such written consent of the Owner shall not be required. If the Person against whom indemnification is sought Vendor fails to assume the defense of such Claim within fifteen (15) calendar days after receipt of the Claim Notice, the Person claiming such indemnification Owner against which such Claim has been asserted will (upon delivering notice to such effecteffect to the Vendor) have the right to undertake, at the expense of the Person against whom indemnification is soughtVendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Person against whom indemnification is soughtVendor. In the event the Person claiming such indemnification Owner assumes the defense of the Claim, such Person the Owner will keep the Person against whom indemnification is asserted Vendor reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying Person shall be liable for any settlement of any action effected pursuant to and in accordance with this Agreement and for any final judgment, and the Person against whom indemnification is asserted agrees to indemnify and hold harmless the Person claiming indemnification from and against any Losses by reason of such settlement or judgment.the

Claim for Losses. If a Claim is to be made by a Person party entitled ---------------- to indemnification hereunder, the Person party claiming such indemnification shall give a Claim Notice as soon as practicable after the Person party entitled to indemnification has knowledge becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this AgreementContract, provided, however, no delay on the part of the Person party seeking indemnification shall relieve the Person party against whom indemnification is sought from any obligation hereunder unless (and then solely to the extent) such Person party is thereby materially and actually prejudiced. If any lawsuit or enforcement action is filed against any Person party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Person against whom indemnification is asserted other party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The indemnifying Person party shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at such Person’s party's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Person party claiming such indemnification (which may not be unreasonably withheld), unless such compromise or settlement (x) includes an unconditional release in form of any and substance reasonably satisfactory to all claims against the indemnified Person from all liability in respect of party claiming such Claim and (y) does not, in the reasonable judgment of the indemnified Person, impose any burden, restraint, cost, liability, duty or other obligation on or otherwise adversely affect or have the potential to adversely affect the Person claiming indemnification, indemnification in which event such written consent shall not be required. If the Person party against whom indemnification is sought fails to assume the defense of such Claim within fifteen (15) calendar days after receipt of the Claim Notice, the Person party claiming such indemnification against which such Claim has been asserted will (upon delivering notice to such effect) have the right to undertake, at the expense of the Person against whom indemnification is soughtother party's expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Person party against whom indemnification is sought. In the event the Person party claiming such indemnification assumes the defense of the Claim, such Person party will keep the Person against whom indemnification is asserted other party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying Person party shall be liable for any settlement of any action effected pursuant to and in accordance with this Agreement Contract and for any final judgmentjudgment (subject to any right of appeal), and the Person against whom indemnification is asserted such party agrees to indemnify and hold harmless the Person party claiming indemnification from and against any Losses by reason of such settlement or judgment.

Claim for Losses. If a Claim is to be made by a Person party entitled ---------------- to indemnification hereunderhereunder against the Vendor, the Person party claiming such indemnification shall give a Claim Notice to the Vendor as soon as practicable after the Person party entitled to indemnification has knowledge becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Person seeking indemnification Owner in notifying the Vendor shall relieve the Person against whom indemnification is sought Vendor from any obligation hereunder unless (and then solely to the extent) such Person the Vendor is thereby materially and actually prejudiced. If any lawsuit or enforcement action is filed against any Person party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Person against whom indemnification is asserted Vendor as promptly as practicable (and in any event within fifteen twenty (1520) calendar days after the service of the citation or summons). The indemnifying Person Vendor shall be entitled, if it so elects, elects to: (i) to defend such lawsuit or action, ; (ii) to employ and engage attorneys of its own choice to handle and defend the same, at such Person’s the Vendor's cost, risk and expense, ; and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Person claiming such indemnification Owner (which may not be unreasonably withheld), unless such compromise or settlement (x) includes an unconditional release in form and substance reasonably satisfactory to of any claims against the indemnified Person from all liability in respect of such Claim and (y) does not, in the reasonable judgment of the indemnified Person, impose any burden, restraint, cost, liability, duty or other obligation on or otherwise adversely affect or have the potential to adversely affect the Person claiming indemnification, Owner in which event such written consent of the Owner shall not be required. If the Person against whom indemnification is sought Vendor fails to assume the defense of such Claim within fifteen twenty (1520) calendar days after receipt of the Claim Notice, the Person claiming such indemnification Owner against which such Claim has been asserted will (upon delivering notice to such effecteffect to the Vendor) have the right to undertake, at the expense of the Person against whom indemnification is soughtVendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Person against whom indemnification is soughtVendor. In the event the Person claiming such indemnification Owner assumes the defense of the Claim, such Person the Owner will keep the Person against whom indemnification is asserted Vendor reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying Person Vendor shall be liable for any settlement of any action effected pursuant to and in accordance with this Agreement and for any final judgmentjudgment (subject to any right of appeal), and the Person against whom indemnification is asserted Vendor agrees to indemnify and hold harmless the Person claiming indemnification Owner from and against any Losses by reason of such settlement or judgment.