Defence and Settlement. The Indemnifying Party shall have the right, but not the obligation, to assume the defence of any Claim in any jurisdiction with legal counsel of reputable standing in order to protect the rights and interest of the Indemnitees. In such respect, (i) the Indemnifying Party shall require the consent of the Indemnitees to the choice of legal counsel in connection with the Claim, which consent shall not be unreasonably withheld or delayed; and (ii) without prejudice to the rights of the Indemnitees to retain counsel and participate in the defence of the Claim, the Indemnifying Party and the Indemnitees shall make all reasonable efforts to co-ordinate their course of action in connection with the defence of such Claim. The related costs and expenses sustained in such respect by the Indemnitees shall be at the expense of the Indemnifying Party, provided that the Indemnifying Party shall only be liable for the costs and expenses of one firm of separate counsel in addition to the cost of any local counsel that may be required. If the Indemnifying Party fails to assume defence of the Claim, the Indemnitees will (upon further notice to the Borrowers) have the right to undertake, at the expense of the Indemnifying Party, the defence, compromise or settlement of the Claim on behalf and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defence of the Claim at any time prior to settlement, compromise or final determination thereof. Notwithstanding the foregoing, in the event the Indemnitee, acting reasonably, does not agree with the manner or timeliness in which the legal counsel of the Indemnifying Party is carrying on the defence of the Claim, or, pursuant to the opinion of a reputable counsel retained by the Indemnitee, there may be one or more legal defences available different from the one carried on by the legal counsel of the Indemnifying Party, the Indemnitee shall have the right to assume its own defence in the Claim by appointing its own legal counsel. The costs and the expenses sustained by the Indemnitee shall be at the expense of the Indemnifying Party provided that the Indemnifying Party shall only be liable for the costs and expenses of one firm of separate counsel, in addition to the costs of any local counsel that may be required. The Indemnifying Party shall not be liable for any settlement of any Claim effected without its written consent (which shall not be unreasonably withheld or delaye...
Defence and Settlement. The provisions of Section 12.4(d) shall apply to any Claims under this Section 12.5.
Defence and Settlement. It shall be the duty of the Insured and not the duty of the Company to defend Each Insured agrees not to settle, or convey any offer of settlement to any claimant with regard to, any Claim, incur any Defence Costs, Legal Representation Expenses, Prosecution and Reputation Protection Costs or Crisis Expenses or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company’s prior written consent. The Company shall not otherwise be liable for any Defence Costs, Legal Representation Expenses, Prosecution and Reputation Protection Costs or Crisis Expenses, any other element of Loss incurred, any obligation assumed or any admission made by any Insured without the Company’s prior written consent. Provided the Insureds comply with this section, the Company shall not unreasonably withhold or delay any such consent. With respect to any Claim the Company shall have the right and shall be given the opportunity to associate with each Insured, and shall be consulted in advance by the Insured, regarding the investigation, defence and settlement, including the negotiation of any settlement, of any such Claim. The Company will not unilaterally enforce a settlement of any Claim. Each Insured agrees to provide the Company with all information, assistance and co-operation which the Company reasonably requires, including, without limitation, for the purposes of any investigation the Company makes, in its absolute discretion. With respect to any Claim made against both an Insured Person and an Organisation, such Insured Persons and the Organisation shall have the option to retain separate defence counsel, subject to obtaining the Company’s prior written consent. Each Insured agrees that, in the event of a Claim, such Insured will do nothing that may prejudice the Company’s position or its potential or actual rights of recovery.
Defence and Settlement. It shall be the duty of each Insured and not the duty of the Company to defend Each Insured agrees not to settle, or convey any offer of settlement to any claimant with regard to, any Claim, incur any Defence Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company's prior written consent. The Company shall not be liable for any Defence Costs, any other element of Loss incurred, any obligation assumed or any admission made by any Insured without the Company's prior written consent. An Insured Organisation is not required to obtain the Company's consent before incurring Public Relations Expenses. Provided the Insureds comply with this section, the Company shall not unreasonably withhold any such consent. With respect to any Claim that appears reasonably likely to be covered in whole or in part under this policy the Company shall have the right and shall be given the opportunity to effectively associate with each Insured, and shall be consulted in advance by the Insured, regarding the investigation, defence and settlement, including the negotiation of any settlement, of any Claim that appears reasonably likely to be covered in whole or in part by this policy. Each Insured agrees to provide the Company with all information, assistance and co-operation which the Company reasonably requires, including, without limitation, for the purposes of any investigation the Company makes, in its absolute discretion. Each Insured agrees that, in the event of a Claim, such Insured will do nothing that may prejudice the Company's position or its potential or actual rights of recovery.
Defence and Settlement. The Company shall have the right and duty to defend any Claim covered by this policy. Coverage shall apply even if any of the allegations are groundless, false or fraudulent. The Company’s duty to defend shall cease upon exhaustion of the Company’s applicable Limit of Liability set forth in Item 3 of the Schedule. Defence Costs are part of and not in addition to the applicable Limit of Liability set forth in Item 3 of the Schedule of this policy, and the payment by the Company of Defence Costs reduces such applicable Limit of Liability. All Insureds agree to provide the Company with all information, assistance and cooperation which the Company reasonably requests and agree that they will do nothing that may prejudice the Company’s position or its potential or actual rights of recovery. No Insured shall settle any Claim, incur any Defence Costs, assume any contractual obligation or admit any liability with respect to any Claim without the Company’s written consent, which shall not be unreasonably withheld. The Company shall not be liable for any settlement, Defence Costs, assumed obligation or admission to which it has not consented.
Defence and Settlement. The provisions of Section 10.4(d) shall apply to any Claims under this Section 10.5.
Defence and Settlement. With respect to any Claim covered under SECTION I, Item 1. – LIABILITY COVERAGES or SECTION I, Item 2. D. – PRIVACY REGULATORY DEFENCE AND PENALTIES, the Insurer shall have the right and duty to:
(a) Defend any legal proceedings or arbitration proceedings against the Insured seeking Damages payable under the terms of this Policy, and defend any Regulatory Proceedings against the Insured, even if any of the allegations of the suit are groundless, false or fraudulent;
(b) Investigate and negotiate the settlement of any Claim or suit as it deems expedient. The Insurer shall not settle any Claim without the consent of the Insured. If, however, the Insured shall refuse to consent to any settlement recommended by the Insurer and shall elect to contest the Claim or continue any legal proceedings in connection with such Claim, then the Insurer’s liability for the Claim shall not exceed the amount for which the Claim could have been so settled with the Insured’s consent up to the date of such refusal. Amounts payable will be part of and not in addition to the Limit of Liability applicable to each Claim.
Defence and Settlement. 3.5.1 The insured agrees not to incur any defence costs and expenses, admit liability for or attempt to settle, make any admission, offer any payment or otherwise assume any contractual obligation with respect to any claim or loss without the insurer’s written consent, such consent not to be unreasonably withheld. The insurer shall not be liable for any defence costs and expenses, settlement, admission, offer, payment, or assumed obligation to which it has not consented. In any event no action shall be taken which might prejudice the insurer.
3.5.2 The insurer shall be entitled at any time to conduct, in the name of the insured, the defence or settlement of any claim or loss and to represent the insured in respect of that claim or loss. Any amount incurred by the insurer on behalf of the insured shall be part of the defence costs and expenses.
Defence and Settlement. 2.1 With respect to any claim first made or suit first brought seeking damages that are covered under Part B of this policy:
2.1.1 we have the right, but not the duty, to defend any suit against you;
2.1.2 if we elect to defend you, we have the right to:
(a) select and instruct defence counsel; and
(b) withdraw from the defence of the suit, without seeking or obtaining your consent, at any time that we, in our sole discretion, deem appropriate;
2.1.3 we have the right to investigate any claim or potential claim;
2.1.4 we have the right to settle any claim without seeking or obtaining your consent, on such terms and conditions and at such time as we, in our sole discretion, deem appropriate; and
2.1.5 if you fail to cooperate in the investigation or defence of a claim, or you prejudice our ability to investigate or argue potential defences, we have the right to deny coverage for the claim.
Defence and Settlement. A. It shall be the duty of the Insured and not the duty of the Company to defend any Claim made against the Insured. The Insured shall have the sole obligation to retain defence counsel, which shall be subject to the prior written approval of the Company.
B. The Insured agrees not to settle any Claim, incur any Defence Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company's prior written consent. The Company shall in no event be liable for any element of Loss incurred, for any obligation assumed, or for any admission made, by an Insured without the Company’s prior written consent.
C. With respect to any Claim that appears reasonable likely to be covered in whole or in part under this Policy, the Company shall have the right and shall satisfactory to the Company guaranteeing the repayment of any Defence Costs paid to or on behalf of any Insured if it is finally determined that Loss incurred by such Insured would not be covered.
