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 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 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. 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 will shall not unilaterally enforce 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 settlement “Proposed Settlement”), then the Company's liability for all Loss from such Claim shall not exceed the amount of any 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. 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 's position or its potential or actual rights of recovery.

Defence and Settlement. A. It shall be the duty of the Insured and not the duty of the Company to defend Each 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, or convey any offer of settlement to any claimant with regard to, settle 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 's prior written consent. The Company shall not otherwise in no event be liable for any Defence Costs, Legal Representation Expenses, Prosecution and Reputation Protection Costs or Crisis Expenses, any other element of Loss incurred, for any obligation assumed assumed, or for any admission made made, by any an 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. . 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 be given the opportunity to effectively associate with each Insuredwith, and shall to be consulted in advance by by, the Insured, Insured regarding the investigation, defence and settlementsettlement of such Claim, including the negotiation of but not limited to selecting appropriate defence counsel and negotiating any settlement, of any such Claim. The Company will not unilaterally enforce a settlement may make any advancement of any Claim. Each Insured agrees Defence Costs under this Policy shall be repaid to provide the Company with all informationby the Insureds, assistance severally according to their respective interests, if and co-operation which to the Company reasonably requires, including, without limitation, for the purposes of any investigation the Company makes, in its absolute discretion. extent it is determined that such Defence Costs are not insured under this Policy. F. With respect to any Claim made against both an consents required under this section, (a) provided the Insured Person complies with the obligations set forth in this section, the Company shall not unreasonably withhold its consent; and an Organisation, (b) the Insured shall not unreasonably withhold 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 the Insured and not the duty of the Company to defend Each any Claim made against the Insured. The Company may make any investigation it deems necessary and may, with the written consent of the Principal Organisation, on behalf of the Insured, make any settlement of a Claim it deems expedient. 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, 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 in no event be liable for any Defence Costs, Legal Representation Expenses, Prosecution and Reputation Protection Costs or Crisis Expenses, any other element of Loss incurred, for any obligation assumed assumed, or for any admission made made, by any Insured without the Company’s prior written consent. Provided the Insureds comply Insured complies with this sectionthe obligations set forth in the next two paragraphs, the Company shall not unreasonably withhold or delay 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 Insuredwith, and shall to be consulted in advance by by, the Insured, Insured regarding the investigation, defence and settlementsettlement of such Claim, including the negotiation of but not limited to selecting appropriate defence counsel and negotiating 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 cooperation 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 requests 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, that in the event of a Claim, such Claim the Insured will shall do nothing that may prejudice the Company’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 to defend 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, Costs or 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 cooperation 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 requests 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 agree that they will do nothing that may prejudice the Company’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.