Defense and Settlement of Claims. A. The Underwriters shall have the right and duty to defend, subject to all the provisions, terms and conditions of this Policy:
1. any Claim against the Insured seeking Damages which are payable under the terms of this Policy, even if any of the allegations of the Claim are groundless, false or fraudulent; or
2. under Insuring Agreement I.C., any Claim in the form of a Regulatory Proceeding. Defense Counsel shall be mutually agreed upon between the Named Insured and the Underwriters, but in the absence of such agreement, the Underwriters’ decision shall be final.
B. With respect to any Claim against the Insured seeking Damages or Penalties which are payable under the terms of this Policy, the Underwriters will pay Claims Expenses incurred with their prior written consent. The Limit of Liability available to pay Damages and Penalties shall be reduced and may be completely exhausted by payment of Claims Expenses. Damages, Penalties, and Claims Expenses shall be applied against the Each Claim Retention payable by the Insured.
C. If the Insured shall refuse to consent to any settlement or compromise recommended by the Underwriters and acceptable to the claimant and elects to contest the Claim, the Underwriters’ liability for any Damages, Penalties and Claims Expenses shall not exceed
1. the amount for which the Claim could have been settled, less the remaining Retention, plus the Claims Expenses incurred up to the time of such refusal; plus
2. fifty percent (50%) of any Claims Expenses incurred after the date such settlement or compromise was recommended to the Insured plus fifty percent (50%) of any Damages above the amount for which the Claim could have been settled. The remaining fifty percent (50%) of such Claims Expenses and Damages must be borne by the Insured at their own risk and uninsured; or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the further defense thereof by tendering control of said defense to the Insured. The portion of any proposed settlement or compromise that requires the Insured to cease, limit or refrain from actual or alleged infringing or otherwise injurious activity or is attributable to future royalties or other amounts that are not Damages (or Penalties for Claims covered under Insuring Agreement I.C.) shall not be considered in determining the amount for which a Claim could have been settled.
D. The Underwriters agree that the Insured may settle any Claim where ...
Defense and Settlement of Claims. As a condition precedent to the indemnification obligations of the Parties, each Indemnitee seeking indemnification from the other Party under Article 8 of this Agreement shall (i) promptly notifies the indemnifying Party in writing as soon as they become aware of any Claim or action asserted against the Indemnitee to which the Indemnitee is entitled to indemnification hereunder, provided, however, that failure to give such notice shall not excuse the indemnifying Party’s obligation to indemnify, except to the extent it has suffered damage or prejudice by any Indemnitee’s failure to give notice or delay in giving such notice, and (ii) authorizes the indemnifying Party and/or its insurers the opportunity to control the defense and settlement thereof, and (iii) otherwise fully cooperates with the indemnifying Party in such defense or settlement. The indemnifying Party will not be liable for any settlement or admission made by any Indemnitee without the indemnifying Party’s prior written consent. The Indemnitee shall have the right to participate in the defense of the Claim using attorneys of its choice, at its own expense, provided, however, that the indemnifying Party shall have full authority and control to handle any such claim, demand or suit. The indemnifying Party will not have the right to make any settlement or take any other action that would admit any liability or wrongdoing by the Indemnitee, or that would impose any injunctive relief upon the Indemnitee, without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed.
Defense and Settlement of Claims. In the case of any such claim pursuant to which only the recovery of a sum of money is being sought, the Indemnifying Party may, by giving written notice to the Indemnified Party, assume the defense thereof. In such case, (i) the Indemnifying Party will defend the Indemnified Party against such matter with counsel of its choice reasonably satisfactory to the Indemnified Party and (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense. In the event that the Indemnifying Party is not entitled to, or does not, assume control of the defense of a claim pursuant to the terms of this Section 9.5(b), the Indemnifying Party may retain separate co-counsel at its sole cost and expense to participate in such defense and, in any event, the Indemnified Party shall (A) provide the Indemnifying Party with all material information requested by such party relating to the defense of such claim, (B) confer with the Indemnifying Party as to the most cost-effective manner in which to defend such claim and (C) use its reasonable efforts to minimize the cost of defending such claim. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to such matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to such matter without the written consent of the Indemnified Party (not to be withheld unreasonably). Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such claim, but the Indemnifying Party will not be bound by any determination of any claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld).
Defense and Settlement of Claims. (a) It is our duty to defend a claim against you even if such claim is groundless or fraudulent however our right and duty to defend you under this Policy ends when the applicable Limit of Liability has been exhausted by payments of damages or claims expenses.
(b) We have the right and duty to defend, subject to the Limit of Liability, Exclusions, and other terms and conditions in this Policy, any claim against you seeking damages including injunctive or other non-monetary relief first made against you and notified to us during the policy period or any Extended Reporting Period, for any wrongful act first committed by you on or after any retroactive date and before the end of the policy period.
(c) You may not make any payment (except at your own cost), assume any obligation, or incur any expense in relation to a claim without our written consent, provided that such consent may not be unreasonably withheld. Only reasonable and necessary costs will be paid.
(d) We have the right to select and appoint defense counsel to defend any claim notified under this Policy. If you have appointed defense counsel, at our request you shall instruct them to turn over all their relevant files, materials and work product and co-operate with counsel who we select and appoint as defense counsel.
(e) We have the right to investigate and settle any claim in the manner and to the extent that we believe is proper unless the total cost of damages and claims expenses is less than the amount remaining within your Deductible. If you refuse to consent to any settlement or compromise recommended by us which is also acceptable to the claimant and then elect to contest the claim, our liability for any damages and claims expenses shall not exceed:
(i) the amount for which the claim could have been settled, less the remaining Deductible, plus the claims expenses incurred up to the time of such refusal, or
(ii) fifty percent (50%) of any damages and claims expenses incurred after the date such settlement or compromise was recommended to you with the remaining fifty percent (50%) of such damages and claims expenses to be borne by you at your own risk and uninsured or the applicable Limit of Liability, whichever is less, and we shall have the right to withdraw from further defense by tendering control of said defense to you.
Defense and Settlement of Claims. The Review Board Members shall not admit any liability for or settle any Claim or incur any costs, charges or expenses without the written consent of the Participants Committee. The Participants Committee shall have the right to make investigations and conduct negotiations and, with the written consent of the Review Board Members, enter into such settlement of any Claim that the Participants Committee deems appropriate. If the Review Board Members shall refuse to consent to a settlement acceptable to the claimant in accordance with the Participants Committee’s recommendation, the Review Board Members shall thereafter negotiate or defend such Claim at the Review Board Members’ own expense independently of NEPOOL, and any coverage for expenses for such Claim shall not exceed the amount for which such Claim could have been settled plus Defense Expenses incurred with the Participants Committee’s consent up to the date the Review Board Members refused to settle such Claim.
Defense and Settlement of Claims. If any claim, demand, liability, suit, action or proceeding on account of an Indemnity Event shall be asserted or instituted against the Purchaser, the Purchaser shall permit the Sellers to defend the same at the Sellers' expense and to effect settlement or compromise thereof, provided that the Purchaser shall have the right to participate in such defense with counsel of its own choosing at its expense and to approve in advance such settlement or compromise, and provided further that if the Sellers fail to advise the Purchaser as to what action (i.e., negotiate a settlement or defend) the Sellers will take with respect to any such matter at least ten (10) days prior to the date when any such action is required to be taken, then the Purchaser may take whatever action it deems advisable at the expense of the Sellers.
Defense and Settlement of Claims. If any claim, demand, liability, suit, action or proceeding on account of any matter giving rise to a claim of indemnity under Section 11.1 shall be asserted or instituted against the Sellers, the Sellers shall permit the Purchaser to defend the same at the Purchaser's expense and to effect settlement or compromise, thereof, provided that prior to assuming any such defense or effecting any such settlement or compromise, the Purchaser shall have provided security satisfactory to the Sellers with respect to such claim, demand, liability, suit, action or proceeding and that the Sellers shall have the right to participate in such defense with counsel of their own choosing at their own expense and to approve in advance such settlement or compromise, and provided further that if the Purchaser fails to advise the Sellers as to what action (i.e., negotiate a settlement or defense) the Purchaser will take with respect to any such matter at least ten (10) days prior to the date when any such action is required to be taken, then the Sellers may take whatever action they deem advisable at the expense of the Purchaser.
Defense and Settlement of Claims. If any person entitled to indemnification hereunder is threatened in writing with any claim or lawsuit by any third party, the indemnified party shall give written notice thereof as promptly as reasonably practicable to the party required to provide indemnification. The Indemnifying party shall not make any settlement of such claim or lawsuit without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, however, such consent shall not be required regarding the settlement or compromise of accounts payable assumed hereunder.
Defense and Settlement of Claims. A. It is our right and duty to defend you against a covered claim, subject to the terms and conditions of this Policy, even if the claim is groundless or fraudulent. Our right and duty to defend ends when the Policy’s applicable Limit of Liability has been exhausted by payment of damages or claims expenses.
B. This Policy does not cover any payment, obligation, or expense that you assume or incur without
C. We have the right to select and appoint defense counsel to defend any claim notified under this Policy. You shall cooperate with counsel and any defense counsel that is appointed to defend you.
D. We have the right to investigate any claim, privacy breach, security breach, or potential claim. We have the right to settle any claim, or potential claim on your behalf.
Defense and Settlement of Claims. If any person entitled to indemnification pursuant to any provision of this Agreement (an "Indemnitee") is threatened in writing with any claim by any Person who is not a party to this Agreement, or any claim is presented in writing to, or any action or proceeding by is formally commenced against, an Indemnitee by any Person who is not a party to this Agreement and such claim, action or proceeding may give rise to the right of indemnification hereunder or reimbursement, the Indemnitee shall give written notice thereof as promptly as reasonably practicable to any indemnifying party, provided that any delay by the Indemnitee in so notifying an indemnifying party shall not relieve any Indemnitor of any liability to the Indemnitee hereunder except to the extent severely prejudiced by such delay.
