Common use of Notice of Circumstance Clause in Contracts

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. After receipt by Weatherford HarnCo of notice, or Weatxxxxxxx'x xxxual HarnCo's actual discovery, of any action, proceeding, claim, demand demand, or potential claim that claims, which could give rise to a right to of indemnification pursuant to any provision of this Agreement (any of which is individually referred to as a "Circumstance"), Weatherford HarnCo shall give Grant MHE LLC written notice describing the Circumstance in reasonable detail; provided, however, that no delay by Weatherford HarnCo in notifying Grant MHE LLC shall relieve Grant MHE LLC from any Liability or Environmental Liability hereunderhereunder unless (and then solely to the extent) MHE LLC's position is actually prejudiced by such delay. If Grant In the event MHE LLC notifies Weatherford HarnCo within 15 30 days after such notice that Grant MHE LLC is assuming the defense thereof, except as otherwise provided in the Tax Allocation Agreement, (i) Grant MHE LLC will defend the Weatherford HarnCo Indemnified Parties against the Circumstance with counsel of its choice, provided such counsel is reasonably satisfactory to WeatherfordHarnCo, (ii) the Weatherford HarnCo -16- Indemnified Parties may retain separate co-counsel at its or their sole cost and expense (except that Grant MHE LLC will be responsible for the fees and expenses for the separate co-counsel to the extent Weatherford HarnCo concludes reasonably that the counsel Grant has selected by MHE LLC has a conflict of interest), (iii) the Weatherford HarnCo 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 MHE LLC and (iv) Grant MHE LLC 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) which does not include a provision whereby the plaintiff or claimant in the matter releases the Weatherford HarnCo Indemnified Parties from all Liability with respect thereto, without the written consent of WeatherfordHarnCo. In the event Grant MHE LLC does not notify Weatherford HarnCo within 15 30 days after Weatherford HarnCo has given notice of the Circumstance that Grant MHE LLC is assuming the defense thereof, the Weatherford HarnCo Indemnified Parties may defend against, or enter into any settlement with respect to, the Circumstance in any manner the Weatherford HarnCo Indemnified Parties reasonably may deem appropriate, at GrantMHE LLC's sole cost.

Notice of Circumstance. After receipt by Weatherford EVI of notice, or Weatxxxxxxx'x xxxual EVI's actual discovery, of any action, proceeding, claim, demand or potential claim that which 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 EVI shall give Grant Spinco written notice describing the Circumstance in reasonable detail; provided, however, that no delay by Weatherford EVI in notifying Grant Spinco shall relieve Grant Spinco from any Liability or Environmental Liability hereunderhereunder unless (and then solely to the extent) Spinco's position is actually adversely prejudiced. If Grant In the event Spinco notifies Weatherford EVI within 15 days after such notice that Grant Spinco is assuming the defense thereof, except as otherwise provided in the Tax Allocation Agreement, (i) Grant Spinco will defend the Weatherford EVI Indemnified Parties against the Circumstance Circumstances with counsel of its choice, provided such counsel is reasonably satisfactory to WeatherfordEVI, (ii) the Weatherford EVI Indemnified Parties may retain separate co-counsel at its or their sole cost and expense (except that Grant Spinco will be responsible for the fees and expenses for the separate co-counsel to the extent Weatherford EVI concludes reasonably that the counsel Grant Spinco has selected has a conflict of interest), (iii) the Weatherford EVI Indemnified Parties will not consent to the entry of any judgment or enter into any settlement with respect to the Circumstance Circumstances without the written consent of Grant Spinco and (iv) Grant Spinco will not consent to the entry of any judgment with respect to the CircumstanceCircumstances, or enter into any settlement that which (x) requires any payments by or continuing obligations of an Weatherford EVI Indemnified Party, (y) requires an Weatherford EVI Indemnified Party to admit any facts or liability that could reasonably be expected to adversely affect an Weatherford EVI Indemnified Party in any other matter or (z) does not include a provision whereby the plaintiff or claimant in the matter releases the Weatherford EVI Indemnified Parties from all Liability with respect thereto, without the written consent of WeatherfordEVI. In the event Grant Spinco does not notify Weatherford EVI within 15 days after Weatherford EVI has given notice of the Circumstance that Grant Spinco is assuming the defense thereof, the Weatherford EVI Indemnified Parties may defend against, or enter into any settlement with respect to, the Circumstance in any manner the Weatherford EVI Indemnified Parties reasonably may deem appropriate, at GrantSpinco's sole cost. The foregoing provisions shall not apply to the provisions of Section 5.7 of the Merger Agreement.

Notice of Circumstance. After Promptly after receipt by Weatherford any member of notice, the Buyer Group or Weatxxxxxxx'x xxxual discovery, the Seller Group of notice of any action, proceeding, claim, demand claim or potential claim that 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 Agreement, such person (any of which is individually referred to as a the "CircumstanceIndemnified Party"), Weatherford ) shall give Grant the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party") 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 notice of a Circumstance is not given to the Indemnifying Party within 15 days after 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 notice Circumstance), the Indemnifying Party shall not be liable to the Indemnified Party to the extent that Grant the Indemnifying Party's position is assuming actually prejudiced as a result thereof. The Indemnifying Party shall have the defense thereofright, except as otherwise provided at its option, to compromise or defend, at its own expense and by its own counsel, any Circumstance involving the asserted liability of the Indemnified Party. If any Indemnifying Party shall undertake to settle, compromise or defend any such asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the Tax Allocation Agreementsettlement or compromise of, or defense against, any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. In the event that the Indemnifying Party shall so assume such defense, it shall not compromise or settle any such claim, action, or suit unless (i) Grant will defend the Weatherford Indemnified Parties against the Circumstance with counsel of Party gives its choiceprior written consent, provided such counsel is reasonably satisfactory to Weatherford, which shall not be unreasonably withheld or (ii) the Weatherford terms of the compromise or settlement of such claim, action, or suit provide that the Indemnified Parties may retain separate co-counsel at its or their sole cost and expense (except that Grant will be responsible Party shall have no responsibility 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 discharge of any judgment settlement amount and impose no other material obligations or enter into any duties on the Indemnified Party, and the compromise or settlement discharges all rights against the Indemnified Party with respect to such claim, action, or suit. In any event, the Circumstance Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability, provided that the Indemnifying Party shall have the right to have its own counsel control the defense of the Indemnified Party. Under no circumstances shall the Indemnified Party settle or compromise any such asserted liability 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 Indemnifying 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.