Common use of Defense and Settlement of Claims Clause in Contracts

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 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 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 the Damages and Claims Expenses do not exceed the Retention, provided that the entire Claim is resolved and the Insured obtains a full release on behalf of all the Insureds from all claimants.

Defense and Settlement of Claims. A. ‌ 1. It shall be the duty of the Insured Persons and not the duty of the Insurer to defend Claims. The Underwriters Insurer shall have the right right, but not the duty, to effectively associate with the Insured Persons in the defense and duty settlement of any Claim that appears to defend, subject be reasonably likely to all the provisions, terms and conditions of involve this Policy. 2. No Insured Persons may admit liability for, make any settlement offer with respect to, or settle any Claim that is reasonably likely to be covered in whole or in part by, or that is otherwise reasonably likely to involve this Policy, without the Insurer’s prior written consent, such consent not to be unreasonably withheld or delayed. However, such consent is not required before: 1(i) entering into a plea agreement, deferred prosecution agreement or similar resolution of any pending or potential criminal charge; or (ii) reporting to, and subsequently communicating with, the Company or any Enforcement Authority that a breach of law or regulation or policy has or may have occurred. 3. Upon written request from the Insured Persons, the Insurer will advance on a current basis, but no later than forty-five (45) days after receipt by the Insurer of such request and receipt of properly itemized invoices, any Defense Expenses incurred by Insured Persons covered under this Policy. The Insured Persons agree that any Defense Costs advanced by the Insurer shall be repaid to the Insurer by the Insured Persons severally according to their respective interests if and to the extent it is finally determined that such Defense Expenses are not covered under this Policy, provided, however, the Insurer shall have no right to the repayment of Defense Expenses by reason of Section IV. (Conduct Exclusion) applying. 4. The Insurer is entitled to pay Non-Indemnified Loss as it becomes due and payable by the Insured Persons, without considering the potential for other future Non-Indemnified Loss. 5. If and while an attorney representing an Insured Person with regard to any criminal Claim against the Insured seeking Damages which are payable under Person asserts that providing to the terms of this Policy, even if any Insurer descriptions of the allegations work performed for the Insured Person could prejudice such Insured Person in any criminal Claim, then the Insurer shall accept, and the Insured Person and his or her attorney shall make a good faith effort to provide, a general description of the Claim are groundless, false or fraudulent; or 2. under Insuring Agreement C., any Claim work performed in a format that allows the form of a Regulatory Proceeding. Insurer to confirm that the 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 Person are reasonable but that requires does not prejudice 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 C.) shall not be considered in determining the amount for which a Claim could have been settledPerson. D. The Underwriters agree that the Insured may settle any Claim where the Damages and Claims Expenses do not exceed the Retention, provided that the entire Claim is resolved and the Insured obtains a full release on behalf of all the Insureds from all claimants.

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 C.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 C.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 the Damages and Claims Expenses do not exceed the Retention, provided that the entire Claim is resolved and the Insured obtains a full release on behalf of all the Insureds from all claimants.

Defense and Settlement of Claims. A. Insurer’s Consent (1) The Underwriters shall have the right and Insurer has no duty to defend, subject to all the provisions, terms and conditions of defend under this Policy:. It shall be the duty of the Insured Persons to defend Claims and to defend (or otherwise prepare for and respond to) Pre-Claim Inquiries. 1. (2) The Insured Persons may not admit or assume any liability, enter into any settlement, stipulate to any judgment or incur any Facilitation Costs in connection with any Claim against which involves or appears reasonably likely to involve this Policy without the Insurer’s prior consent, which will not be unreasonably withheld or delayed. If an Insured seeking Damages Person elects to seek coverage under INSURING AGREEMENT II in connection with a Pre-Claim Inquiry, no Pre-Claim Expense arising from such Pre-Claim Inquiry may be incurred without the Insurer’s prior consent, which are will not be unreasonably withheld or delayed. Only settlements, stipulated judgments, Facilitation Costs and Pre- Claim Expense to which the Insurer has consented will be 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 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 (3) An Insured Person may incur Defense Costs, Asset Protection Costs and/or Reputation Costs arising from a Claim against him or her without 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 Insurer’s 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 30 days following the date such settlement Claim is first made. Thereafter, no Defense Costs, Asset Protection Costs or compromise was recommended Reputation Costs may be incurred without the Insurer’s prior consent, which will not be unreasonably withheld or delayed, and only Defense Costs, Asset Protection Costs and Reputation Costs to which the Insured plus fifty percent Insurer has consented will be payable under this Policy. (50%4) of any Damages above the amount The Insurer will advance Defense Costs and Pre-Claim Expense for which this Policy provides coverage no later than 60 days after the Claim could have been settled. The remaining fifty percent (50%) of Insurer has received itemized bills or invoices for 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 C.) shall not be considered in determining the amount for which a Claim could have been settledamounts. D. The Underwriters agree that the Insured may settle any Claim where the Damages and Claims Expenses do not exceed the Retention, provided that the entire Claim is resolved and the Insured obtains a full release on behalf of all the Insureds from all claimants.

Defense and Settlement of Claims. A. 1. The Underwriters Insurer shall have the right and duty to defend, subject to all the provisions, terms and conditions of defend any Claim seeking Damages covered under this Policy: 1. The Insurer shall select defense counsel for the investigation, defense or settlement of any Claim against and the Insured seeking Damages which are payable under Insurer shall pay all reasonable Claim Expenses arising from the terms of this Policy, even if any of the allegations of the Claim are groundless, false or fraudulent; orClaim. 2. under Insuring Agreement C.The Insurer shall have the right to investigate and conduct negotiations and, with the Insured’s consent, which shall not be unreasonably withheld, enter into a settlement of any Claim in that the form of a Regulatory ProceedingInsurer deems appropriate. Defense Counsel shall be mutually agreed upon between the Named Insured and the UnderwritersIf, but in the absence of such agreementhowever, 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 refuses to consent to any settlement or compromise recommended by the Underwriters Insurer and acceptable to the claimant and elects claimant, then subject to contest the ClaimLimit of Liability set forth in Item 3.I.(a) of the Declarations, the Underwriters’ Insurer’s liability for any Damages, Penalties Damages and Claims Claim Expenses relating to that Claim shall not exceed: 1. (a) the amount for which the Claim could have been settled, less settled by the remaining RetentionInsurer, plus the Claims all Claim Expenses incurred up to the time of date the Insured refused to settle such refusalClaim; plus 2. (b) 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 and/or Claim Expenses in excess of the amount for which the Claim could have been settledin clause a. above, incurred in connection with such Claim. The remaining fifty percent (50%) of such Claims Damages and/or Claim Expenses and Damages must will be borne carried by the Insured at their its own risk and will be uninsured; . 3. The Insurer shall not be obligated to pay any Damages or Claim Expenses, or to defend or continue to defend any Claim after the applicable Limit of LiabilityLiability has been exhausted. If the Insurer’s Policy Aggregate Limit of Liability as set forth in Item 3.III.(a) of the Declarations is exhausted by the payment of Damages and Claim Expenses, whichever is lessthe entire premium will be deemed fully earned. 4. The Insurer, and the Underwriters at its sole discretion, shall have the right and option to withdraw from retain counsel to investigate and defend any potential Claim and to pay for costs or expenses incurred as a result of any such investigation or defense. Any payment of these costs or expenses shall be part of, and not in addition to, the further defense thereof by tendering control Limit of said defense Liability set forth in Item 3. of the Declarations and subject to the InsuredRetention set forth in Item 4. 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 C.) shall not be considered in determining the amount for which a Claim could have been settledDeclarations. D. The Underwriters agree that 5. If the Named Insured may has not paid any premiums due or satisfied any applicable Retentions, the Insurer has the right, but not the obligation, to settle any Claim where Claims without the Damages and Claims Expenses do not exceed consent of the Retention, provided that the entire Claim is resolved and the Insured obtains a full release on behalf of all the Insureds from all claimantsInsured.

Defense and Settlement of Claims. A. The Underwriters PLF shall have the right and duty to defend, subject to all the provisions, terms and conditions of this PolicyEndorsement: 1. any Claim against the Insured a Covered Party seeking Damages which are payable under the terms of this PolicyEndorsement, even if any of the allegations of the Claim are groundless, false or fraudulent; or 2. under Insuring Coverage Agreement C.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 a Covered Party seeking Damages or Penalties which are payable under the terms of this PolicyEndorsement, the Underwriters PLF will pay Claims Expenses incurred with their its 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 a Covered Party shall refuse to consent to any settlement or compromise recommended by the Underwriters PLF and acceptable to the claimant under this Endorsement and elects to contest the Claim, the Underwriters’ PLF’s liability for any all 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; plusthe 2. fifty percent (50%) of any Claims Expenses incurred after the date such settlement or compromise was recommended to the Insured a Covered Party 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 The Firm at their its own risk and uninsuredwould not be covered; or the applicable Limit of Liability, whichever is less, and the Underwriters PLF shall have the right to withdraw from the further defense thereof by tendering control of said defense to the Insureda Covered Party. The portion of any proposed settlement or compromise that requires the Insured a Covered Party 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 Coverage Agreement C.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 the Damages and Claims Expenses do not exceed the Retention, provided that the entire Claim is resolved and the Insured obtains a full release on behalf of all the Insureds from all claimants.

Defense and Settlement of Claims. A. The Underwriters shall (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 all the provisionsLimit of Liability, Exclusions, and other terms and conditions of this Policy: 1. any Claim against the Insured seeking Damages which are payable under the terms of in this Policy, even if 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 allegations of 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 Claim are groundlessright to select and appoint defense counsel to defend any claim notified under this Policy. If you have appointed defense counsel, false or fraudulent; orat 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. 2. under Insuring Agreement C., (e) We have the right to investigate and settle any Claim claim in the form manner and to the extent that we believe is proper unless the total cost of a Regulatory Proceedingdamages and claims expenses is less than the amount remaining within your Deductible. 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 you refuse to consent to any settlement or compromise recommended by the Underwriters and us which is also acceptable to the claimant and elects then elect to contest the Claimclaim, the Underwriters’ our liability for any Damages, Penalties damages and Claims Expenses claims expenses shall not exceed 1. exceed the amount for which the Claim claim could have been settled, less the remaining RetentionDeductible, plus the Claims Expenses 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 we 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 C.) shall not be considered in determining the amount for which a Claim could have been settledyou. D. The Underwriters agree that the Insured may settle any Claim where the Damages and Claims Expenses do not exceed the Retention, provided that the entire Claim is resolved and the Insured obtains a full release on behalf of all the Insureds from all claimants.

Defense and Settlement of Claims. A. (1) The Underwriters shall Insureds will have the right and duty to defendretain qualified counsel of their choosing to represent them in the defense or appeal of any Claim, subject but no Defense Expenses may be incurred without the Underwriter’s written consent, except at the Insureds’ own cost and without erosion of the retention. It shall not be unreasonable, if more than one Insured is involved in a Claim, for the Underwriter to all withhold its consent to separate counsel for one or more of such Insureds unless there is a material actual or potential conflict of interest among such Insureds. (2) The Underwriter will, upon written request, pay Defense Expenses owed under this Policy on a current basis. The Underwriter has no obligation to provide Defense Expenses for any Claim or any portion of any Claim that is not covered by this Policy. As a condition of any payment of Defense Expenses before the provisionsfinal disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to it guaranteeing the repayment of any Defense Expenses paid on behalf of any Insured if it is finally determined that this Policy:Policy would not cover Loss incurred by such Insured in connection with such Claim. Except for Defense Expenses paid in accordance with this paragraph (2), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claim. 1. (3) No Insured may admit any liability for any Claim, advance any settlement offer or settle any Claim against without the Insured seeking Damages which Underwriter’s written consent; provided, however, that the Insureds may settle any Claim if the settlement amount and any Defense Expenses incurred in connection with such Claim are payable under the terms of this Policy, even if any less than fifty percent (50%) of the allegations retention set forth in ITEM 4 of the Claim are groundlessDeclarations. The Underwriter will have the right to make investigations and conduct negotiations and, false or fraudulent; or 2. under Insuring Agreement C.with the consent of the Insureds, enter into such settlement of any Claim in as the form of a Regulatory ProceedingUnderwriter deems appropriate. 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 Insureds refuse to consent to any a settlement or compromise recommended by the Underwriters and acceptable to the claimant and elects in accordance with the Underwriter’s recommendation, then, subject to contest the ClaimUnderwriter’s applicable Limits of Liability set forth in ITEM 3 of the Declarations, the Underwriters’ Underwriter’s liability for any Damages, Penalties and Claims Expenses shall such Claim will not exceed: 1. (a) the amount for which the Claim could have been settled, less the remaining Retention, settled plus the Claims Defense Expenses incurred up to the time of date the Insureds refused to settle such refusalClaim (the “Settlement Amount”); plus 2. fifty (b) seventy percent (5070%) of any Claims Expenses Loss, including Defense Expenses, in excess of the Settlement Amount incurred after the date in connection with such settlement or compromise was recommended to the Insured plus fifty Claim. The remaining thirty percent (5030%) of any Damages above Loss, including Defense Expenses, in excess of the amount for which the Claim could have been settled. The remaining fifty percent (50%) of such Claims Expenses and Damages must Settlement Amount will be borne carried by the Insured Insureds at their own risk and will be 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 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 the Damages and Claims Expenses do not exceed the Retention, provided that the entire Claim is resolved and the Insured obtains a full release on behalf of all the Insureds from all claimants.

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 C., any Claim in the form of a Regulatory Proceeding. Defense Counsel 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 Damages, Penalties, or Privacy Notification Costs 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 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 the Damages and Claims Expenses do not exceed fifty percent (50%) of the Retention, provided that the entire Claim is resolved and the Insured obtains a full release on behalf of all the Insureds from all claimants.

Defense and Settlement of Claims. A. The Underwriters Seller shall have give specified in the right Schedule or, (2) if this is a cost-sharing the Company immediate notice in writing (1) of any action, subcontract, the Company's share of the estimated cost specified including any proceeding before an administrative agency, filed in the Schedule. The Seller agrees to use its best efforts to against the Seller arising out of the performance of this perform the work specified in the Schedule and duty all obligations subcontract, and (2) of any claim against the Seller, the cost and under this subcontract within the estimated cost, which, if this is a expense of which is allowable under the clause entitled "Allowable cost-sharing subcontract, includes both the Company's and the Costs." Except as otherwise directed by the Company, in writing, Xxxxxx's share of the cost. the Seller shall furnish immediately to defendthe Company copies of all (b) The Seller shall notify the Company in writing whenever it pertinent papers received by the Seller with respect to such action has reason to believe that: or claim. To the extent not in conflict with any applicable policy of (1) The costs the Seller expects to incur under this insurance, subject the Seller may with the Company's and the subcontract in the next 60 days, when added to all costs previously Government's approval settle any such action or claim, shall effect incurred, will exceed 75 percent of the provisions, terms estimated cost specified in at the Company's and conditions the Government's request an assignment the Schedule; or and subrogation in favor of the Government of all the Seller's rights (2) The total cost for the performance of this Policy: 1. any Claim subcontract, and claims (except those against the Insured seeking Damages which are payable under Government) arising out of exclusive of any fee, will be either greater or substantially less than any such action or claim against the terms Seller, and if required by the had been previously estimated. Company, shall authorize representatives of the Government to (c) As part of the notification, the Seller shall provide the settle or defend any such action or claim and to represent the Company a revised estimate of the total cost of performing this Seller in, or to take charge of, any action. If the settlement or subcontract. defense of an action or claim against the Seller is undertaken by (d) Except as required by other provisions of this Policysubcontract, even if any the Government, the Seller shall furnish all reasonable assistance specifically citing and stated to be an exception to this clause: in effecting a settlement or asserting a defense. Where an action (1) The Company is not obligated to reimburse the Seller against the Seller is not covered by a policy of insurance, the Seller for costs incurred in excess of (i) the estimated cost specified in the shall, with the approval of the allegations Company and the Government, Schedule or, (ii) if this is a cost-sharing subcontract, the estimated proceed with the defense of the Claim are groundless, false or fraudulent; or 2. under Insuring Agreement C., any Claim action in good faith and in such cost to the Company specified in the form Schedule; and (a) Notwithstanding any other clause of a Regulatory Proceeding. Defense Counsel this the increase shall be mutually agreed upon between allocated in accordance with the Named Insured and the Underwritersformula subcontract, 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 all amounts that become payable by the InsuredSeller to the specified in the Schedule. C. (b) Amounts shall be due at the earliest of the following dates: (f) If the Insured shall refuse to consent to estimated cost specified in the Schedule is increased, (1) The date fixed under this subcontract. any settlement or compromise recommended by costs the Underwriters and acceptable to Seller incurs before 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 increase that are not Damages (or Penalties for Claims covered under Insuring Agreement 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 the Damages and Claims Expenses do not exceed the Retention, provided that the entire Claim is resolved and the Insured obtains a full release on behalf of all the Insureds from all claimants.excess

Defense and Settlement of Claims. A. The Underwriters Seller 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 C., any Claim give specified in the form of Schedule or, (2) if this is a Regulatory Proceeding. Defense Counsel shall be mutually agreed upon between cost-sharing the Named Insured and the Underwriters, but Company immediate notice 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 writing (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 action, subcontract, the date such settlement or compromise was recommended Company's share of the estimated cost specified including any proceeding before an administrative agency, filed in the Schedule. The Seller agrees to use its best efforts to against the Insured plus fifty percent Seller arising out of the performance of this perform the work specified in the Schedule and all obligations subcontract, and (50%2) of any Damages above claim against the amount for Seller, the cost and under this subcontract within the estimated cost, which, if this is a expense of which is allowable under the Claim could have been settled. The remaining fifty percent (50%) of such Claims Expenses clause entitled "Allowable cost-sharing subcontract, includes both the Company's and Damages must be borne the Costs." Except as otherwise directed by the Insured Company, in writing, Xxxxxx's share of the cost. the Seller shall furnish immediately to the Company copies of all (b) The Seller shall notify the Company in writing whenever it pertinent papers received by the Seller with respect to such action has reason to believe that: or claim. To the extent not in conflict with any applicable policy of (1) The costs the Seller expects to incur under this insurance, the Seller may with the Company's and the subcontract in the next 60 days, when added to all costs previously Government's approval settle any such action or claim, shall effect incurred, will exceed 75 percent of the estimated cost specified in at their own risk the Company's and uninsuredthe Government's request an assignment the Schedule; or and subrogation in favor of 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 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 the Damages and Claims Expenses do not exceed the Retention, provided that the entire Claim is resolved and the Insured obtains a full release on behalf Government of all the Insureds from all claimantsSeller's rights (2) The total cost for the performance of this subcontract, and claims (except those against the Government) arising out of exclusive of any fee, will be either greater or substantially less than any such action or claim against the Seller, and if required by the had been previously estimated. Company, shall authorize representatives of the Government to (c) As part of the notification, the Seller shall provide the (1) The Company is not obligated to reimburse the Seller sharing subcontract, the amount then allotted to the subcontract by for costs incurred in excess of (i) the estimated cost specified in the the Company plus the Seller's corresponding share. The notice Schedule or, (ii) if this is a cost-sharing subcontract, the estimated shall state the estimated amount of additional funds required to cost to the Company specified in the Schedule; and continue performance for the period specified in the Schedule. (2) The Seller is not obligated to continue performance (d) Sixty days before the end of the period specified in the under this subcontract (including actions under the Termination Schedule, the Seller shall notify the Company in writing of the clause of this subcontract) or otherwise incur costs in excess of the estimated amount of additional funds, if any, required to continue estimated cost specified in the Schedule, until the Company (i) timely performance under the subcontract or for any further period notifies the Seller in writing that the estimated cost has been specified in the Schedule or otherwise agreed upon, and when the increased and (ii) provides a revised estimated total cost of funds will be required. performing this subcontract. If this is a cost-sharing subcontract, (e) If, after notification, additional funds are not allotted by the the increase shall be allocated in accordance with the formula end of the period specified in the Schedule or another agreed-upon specified in the Schedule. date, upon the Seller's written request the Company will terminate