Common use of Notice of Circumstances Clause in Contracts

Notice of Circumstances. 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") prompt 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 settle, compromise or defend, at its own expense and by its own counsel, any Circumstance involving the asserted liability of the Indemnified Party. In the event the Indemnifying Party fails to take diligent action to settle, compromise or defend such Circumstance within twenty (20) days of receiving notice of such Circumstance from the Indemnified Party, the Indemnifying Party shall forfeit its right to settle, compromise or defend such Circumstance. 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 settlement or compromise of, or defense against, any such asserted liability, provided that the Indemnifying Party shall not agree to any equitable relief with respect to the Indemnified Party without the written consent of the Indemnified Party. All out-of-pocket costs and expenses incurred (i) in connection with such cooperation or (ii) following a failure by the Indemnifying Party to take diligent action to settle, compromise or defend such Circumstance within twenty (20) days of notice of a Circumstance, shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. Under no circumstances shall the Indemnified Party settle or compromise any such asserted liability without the written consent of the Indemnifying Party.

Notice of Circumstances. Promptly after receipt by any member of the Buyer Group Color or the Seller Group DCP 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") party shall give the party who may become be obligated to provide indemnification hereunder (the "Indemnifying Party") prompt 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 known by the indemnified party with respect to such Circumstance), the Indemnifying Party shall not be liable to the Indemnified Party party seeking indemnification 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 settle, compromise or defend, at its own expense and by its own counsel, any Circumstance involving the asserted liability of the Indemnified Party. In the event the Indemnifying Party fails to take diligent action to settle, compromise or defend such Circumstance within twenty (20) days of receiving notice of such Circumstance from the Indemnified Party, the Indemnifying Party shall forfeit its right to settle, compromise or defend such Circumstanceparty seeking indemnification. If any Indemnifying Party shall undertake to settle, compromise or defend any such asserted liability, it shall promptly notify the Indemnified Party party seeking indemnification of its intention to do so, and the Indemnified Party party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the settlement or compromise of, or defense against, any such asserted liability, provided that the Indemnifying Party shall not agree to any equitable relief with respect to the Indemnified Party without the written consent of the Indemnified Party. All out-of-pocket costs and expenses incurred (i) in connection with such cooperation or (ii) following a failure by the Indemnifying Party to take diligent action to settle, compromise or defend such Circumstance within twenty (20) days of notice of a Circumstance, shall be borne by the Indemnifying Party. In any event, the Indemnified Party indemnified party shall have the right right, at its own expense expense, to participate in the defense of such asserted liability. Under no circumstances circumstance shall the Indemnified Party settle or party seeking indemnification compromise any such asserted liability without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Notice of Circumstances. Promptly after receipt by any member of the Seller or by 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 provisions of this Agreement, such Person party (the "Indemnified Party") shall give the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party") prompt 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 circumstance known by the Indemnified Party 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 settle, not compromise or defend, at its own expense and by its own counsel, settle any Circumstance involving except with the asserted liability prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. In the event the Indemnifying Party fails to take diligent action to settle, compromise or defend such Circumstance within twenty (20) days of receiving notice of such Circumstance from the Indemnified Party, the The Indemnifying Party shall forfeit its right be entitled to settle, compromise or defend such Circumstanceassume the defense of any Circumstance for which the Indemnified Party is seeking indemnification. If any Indemnifying Party shall undertake to settle, compromise or defend any such asserted liabilityCircumstance in accordance with the foregoing, 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 settlement or compromise of, or defense against, any such asserted liability, provided that the Indemnifying Party shall not agree to any equitable relief with respect (which counsel will be reasonably acceptable to the Indemnified Party without Party) in the written consent of the Indemnified Partydefense against such Circumstance. All out-of-pocket costs and expenses incurred (i) in connection with such cooperation or (ii) following a failure by the Indemnifying Party to take diligent action to settle, compromise or defend such Circumstance within twenty (20) days of notice of a Circumstance, shall be borne by the Indemnifying Party. Once the Indemnifying Party assumes the defense in accordance with the foregoing, it shall have no obligation for attorneys' fees subsequently incurred by the Indemnified Party unless the named parties include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party such that representation by the same counsel would represent a conflict of interest under the appropriate professional standards. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liabilityCircumstance. Under no circumstances shall the Indemnified Party compromise or settle or compromise any such asserted liability without the written consent of the Indemnifying Party.Circumstance for which