Common use of Defence and Settlement Clause in Contracts

Defence and Settlement. It shall be the duty of the Insured and not the duty of the Company to defend Claims. 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. It shall not be unreasonable for the Company to withhold its consent to separate counsel for one or more of such Insured’s, unless there is a material actual or potential conflict of interest among such Insured’s. 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 otherwise be liable for any Defence Costs, any other element of Loss incurred, any obligation assumed or any admission made by an Insured without the Company’s prior written consent. Provided each Insured complies with this section, the Company shall not unreasonably withhold or delay any such consent. If any Insured withholds consent to any settlement acceptable to the claimant in accordance with the Company's recommendation (a “Proposed Settlement”), then the Company's liability for all Loss from such Claim shall not exceed the amount of the Proposed Settlement plus Defence Costs incurred up to the date of such Insured’s refusal to consent to the Proposed Settlement of such 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. 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 the Insured and not the duty of the Company to defend Claims. With respect to any Claim made against the Insured. The Company shall have may make any investigation it deems necessary and may, with the right and shall be given written consent of the opportunity to associate with each InsuredPrincipal Organisation, and shall be consulted in advance by on behalf of the Insured, regarding the investigation, defence and settlement, including the negotiation make any settlement of any settlement, of any such Claima Claim it deems expedient. It shall not be unreasonable for the Company to withhold its consent to separate counsel for one or more of such Insured’s, unless there is a material actual or potential conflict of interest among such Insured’s. Each The Insured agrees not to settle, settle or convey any offer of settlement to any claimant with regard to, settle any Claim, incur any Defence Costs, Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company's ’s prior written consent. The Company shall not otherwise in no event be liable for any Defence Costs, any other element of Loss incurred, for any obligation assumed assumed, or for any admission made made, by an any Insured without the Company’s prior written consent. Provided each the Insured complies with this sectionthe obligations set forth in the next two paragraphs, the Company shall not unreasonably withhold or delay any such consent. If any Insured withholds 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, and to be consulted in advance by, the Insured regarding the investigation, defence and settlement acceptable to the claimant in accordance with the Company's recommendation (a “Proposed Settlement”), then the Company's liability for all Loss from such Claim shall not exceed the amount of the Proposed Settlement plus Defence Costs incurred up to the date of such Insured’s refusal to consent to the Proposed Settlement of such Claim, including but not limited to selecting appropriate defence counsel and negotiating any settlement. Each The Insured agrees to provide the Company with all information, assistance and co-operation cooperation which the Company reasonably requires, including, without limitation, for the purposes of any investigation the Company makes, in its absolute discretion. Each Insured requests and agrees that, that in the event of a Claim, such Claim the Insured will shall do nothing that may prejudice the Company's ’s position or its potential or actual rights of recovery. The Company shall advance Defence Costs as provided under Section 15 of this Policy on a current basis. Any advancement of Defence Costs shall be repaid to the Company by the Insureds, severally according to their respective interests, if and to the extent it is determined that such Defence Costs are not insured under this Policy.

Defence and Settlement. It The Company shall be have the right and duty to defend any Claim covered by this policy. Coverage shall apply even if any of the Insured and not 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 2 of the Schedule. 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 Legal Representation 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 to defend Claimsshall not otherwise be liable for any Defence Costs, Legal Representation 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. It shall not be unreasonable for the Company to withhold its consent to separate counsel for one or more of such Insured’s, unless there is a material actual or potential conflict of interest among such Insured’s. 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 otherwise be liable for any Defence Costs, any other element of Loss incurred, any obligation assumed or any admission made by an Insured without the Company’s prior written consent. Provided each Insured complies with this section, the Company shall not unreasonably withhold or delay any such consent. If any Insured withholds consent to any settlement acceptable to the claimant in accordance with the Company's recommendation (a “Proposed Settlement”), then the Company's liability for all Loss from such Claim shall not exceed the amount of the Proposed Settlement plus Defence Costs incurred up to the date of such Insured’s refusal to consent to the Proposed Settlement of such Claim. Each Insured agrees to provide the Company with all information, assistance and co-operation cooperation 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 requests and agree that they will do nothing that may prejudice the Company's ’s position or its potential or actual rights of recovery. The Company may make any investigation it deems necessary and may, with the consent of the Insured, make any settlement of any Claim it deems expedient. If such Insured withholds consent to such settlement, the Company’s liability for all Loss on account of such Claim shall not exceed the amount for which the Company could have settled such Claim plus costs, charges and expenses accrued as of the date such settlement was proposed in writing by the Company to such Insured.