Notice of Circumstance. After receipt by Weatherford of notice, or Weatxxxxxxx'x xxxual discovery, of any action, proceeding, claim, demand or potential claim that could give rise to a right to indemnification pursuant to any provision of this Agreement (any of which is individually referred to as a "Circumstance"), Weatherford shall give Grant written notice describing the Circumstance in reasonable detail; provided, however, that no delay by Weatherford in notifying Grant shall relieve Grant from any Liability or Environmental Liability hereunder. If Grant notifies Weatherford within 15 days after such notice that Grant is assuming the defense thereof, except as otherwise provided in the Tax Allocation Agreement, (i) Grant will defend the Weatherford Indemnified Parties against the Circumstance with counsel of its choice, provided such counsel is reasonably satisfactory to Weatherford, (ii) the Weatherford Indemnified Parties may retain separate co-counsel at its or their sole cost and expense (except that Grant will be responsible for the fees and expenses for the separate co-counsel to the extent Weatherford concludes reasonably that the counsel Grant has selected has a conflict of interest), (iii) the Weatherford Indemnified Parties will not consent to the entry of any judgment or enter into any settlement with respect to the Circumstance without the written consent of Grant and (iv) Grant will not consent to the entry of any judgment with respect to the Circumstance, or enter into any settlement that (x) requires any payments by or continuing obligations of an Weatherford Indemnified Party, (y) requires an Weatherford Indemnified Party to admit any facts or liability that could reasonably be expected to adversely affect an Weatherford Indemnified Party in any other matter or (z) does not include a provision whereby the plaintiff or claimant in the matter releases the Weatherford Indemnified Parties from all Liability with respect thereto, without the written consent of Weatherford. In the event Grant does not notify Weatherford within 15 days after Weatherford has given notice of the Circumstance that Grant is assuming the defense thereof, the Weatherford Indemnified Parties may defend against, or enter into any settlement with respect to, the Circumstance in any manner the Weatherford Indemnified Parties reasonably may deem appropriate, at Grant's sole cost.
Notice of Circumstance. If, during the Policy Period or the Extended Reporting Period, if applicable, the Insureds first become aware of a Wrongful Act that occurred during the Policy Period which may reasonably give rise to a future Claim (a ''circumstance'') and during such period give written notice to the Insurer of:
1. the names of any potential claimants and a description of the Wrongful Act which forms the basis of their potential Claim;
2. the identity of the specific Insureds allegedly responsible for such specific Wrongful Act;
3. the consequences which have resulted or may result from such specific Wrongful Act;
4. the nature of the potential monetary damages or non-monetary relief which may be sought in consequence of such specific Wrongful Act; and,
5. the circumstances by which Insureds first became aware of such specific Wrongful Act; then any Claim otherwise covered pursuant to a Coverage Part which is subsequently made and which arises out of such circumstance shall be deemed to have been first made and reported to the Insurer by the Insureds at the time such written notice was received by the Insurer. No coverage is provided for fees and expenses incurred prior to the time such notice results in a Claim.
Notice of Circumstance. 16 6.3 Payment..............................................................................16 6.4 Insurance............................................................................16 6.5
Notice of Circumstance. Solely with respect to Sections I.A.1. Technology and Professional Services, I.A.2. Media, I.A.3. Xxxxxxx and Cyber Security and I.A.4. Privacy Regulatory Defense, Awards and Fines, if during the policy period or the extended reporting period (if applicable), an Insured first becomes aware of any circumstance that may reasonably be expected to be the basis of a claim being made against an Insured, and if during the policy period the Insured provides the Insurer written notice of such circumstance along with any third party wrongful act, the reasons for anticipating such claim, with full particulars as to the dates, persons and entities involved, then any resulting claim which is subsequently made against an Insured and reported to the Insurer that arises out of such circumstance or related matter will be considered made at the time such notice of circumstance was provided.
Notice of Circumstance. For any circumstance or incident that the Fund Member becomes aware of that could reasonably be the basis for a Claim (other than a Data Breach or Security Breach noticed under the Breach Response coverage provisions), the Fund Member must give written notice of such circumstance to the Fund as soon as practicable during the Participation Period. Any subsequent Claim made against any Covered Person arising out of any circumstance reported to the Fund as indicated below will be considered to have been made at the time written notice complying with the above requirements was first given to the Fund during the
(A) the specific details of the act, error, omission, circumstance, incident, or event that could reasonably be the basis for a Claim;
(B) the injury or damage that may result or has resulted from the act, error, omission, circumstance, incident, or event; and
(C) the facts by which the Fund Member first became aware of the act, error, omission, circumstance, incident, or event.
Notice of Circumstance. If during the Policy Period an Insured first becomes aware of any circumstance that may reasonably be expected to be the basis of a Claim against an Insured and if during the Policy Period the Insured elects to provide the Insurer written notice of such circumstance then any resulting Claim, which is subsequently made against an Insured and reported to the Insurer that arises out of such circumstance, will be considered made at the time such notice of circumstance was provided. Notice of such circumstance should be reported to the Insurer as stated in Item 9. of the Declarations and must include: (i) a description of the act, error, omission, event or incident and the reasons for expecting such Claim; and (ii) all relevant dates, persons and entities involved.
Notice of Circumstance. Scope of Indemnification........................................17 10.4 Indemnity for Certain Environmental Liabilities.................17 11. Limitation on Consequential Damages...................................17
Notice of Circumstance. If during the policy period or the Extended Reporting Period, if applicable, you become aware of any facts or circumstances that may reasonably be expected to give rise to a claim against you for a wrongful act that occurs on or after the retroactive date and prior to the end of the policy period, and provided you give written notice to us during the policy period or the Extended Reporting Period, if applicable, of the circumstances and the reasons for anticipating such a claim, with full particulars as to the wrongful act(s), dates, persons and entities involved, then any claim that is subsequently made against you arising out of such wrongful act or the same wrongful act or series of continuous, repeated or related wrongful acts, shall, for the purposes of this policy, be treated as a claim made against you and reported to us during the policy period.
Notice of Circumstance. Promptly after receipt by any member of the Buyer Group or the Seller Group of notice of any action, proceeding, claim or potential claim or discovery by any member of the Buyer Group or the Seller Group of any facts (any of which is hereinafter individually referred to as a "Circumstance"), which could give rise to a right to indemnification pursuant to any provision of this Agreement, such person (the "Indemnified Party") shall give the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing the Circumstance in reasonable detail. If notice of a Circumstance is not given to the Indemnifying Party within a sufficient period of time or in sufficient detail to apprise the Indemnifying Party of the nature of the Circumstance (in each instance taking into account the facts and circumstances with respect to such Circumstance), the Indemnifying Party shall not be liable to the Indemnified Party to the extent that the Indemnifying Party's position is actually prejudiced as a result thereof. The Indemnifying Party shall have the right, at its option, to compromise or defend, at its own expense and by its own counsel, any Circumstance
Notice of Circumstance. With respect to any circumstance that could reasonably be the basis for a Claim, the Insured may give written notice of such circumstance to the Underwriters through the contacts listed for Notice of Claim, Loss or Circumstance in the Declarations as soon as practicable during the Policy Period. Such notice must include:
