Common use of Legal Defence, Settlement and Allocation Clause in Contracts

Legal Defence, Settlement and Allocation. 5.4.1 As a condition precedent to the right to be indemnified under this Policy, the Insured (and any person, firm, or company acting for or on the Insured’s behalf) must not incur any Defence Costs, admit liability for, compromise, settle or make any offer or payment in respect of any Claim, Circumstance, Occurrence or other matter for which coverage is provided under this Policy without the Underwriters’ prior written consent, such consent not to be unreasonably withheld or delayed. However, the Underwriters’ consent is not required for the Insured to settle such Claim, Circumstance, Occurrence or other matter if the total settlement amount (including Defence Costs) is within the applicable Excess, provided that such settlement fully resolves such Claim, Circumstance, Occurrence or other matter with respect to all Insureds and the Underwriters. 5.4.2 The Insured shall defend any Claim, or other matter for which coverage is provided under this Policy, that is brought against the Insured; however, the Underwriters shall have the right but not the duty to take over the investigation, defence and settlement of any Claim or other matter for which coverage may be provided under this Policy, and the Underwriters shall have full discretion in the handling thereof (notwithstanding that a dispute may have arisen between the Insured and Underwriters). 5.4.3 The Insured shall not be required by the Underwriters to contest any legal proceedings unless a Senior Counsel (to be mutually agreed upon by the Underwriters and Insured and in the absence of such agreement to be determined by the President of the New Zealand Law Society), shall advise that such proceedings can be contested with a reasonable prospect of success. The cost of such advice shall be regarded as part of the Defence Costs. 5.4.4 If the Insured does not agree with a decision by the Underwriters to settle a Claim or any other matter for which coverage is provided under this Policy, the Insured can elect to contest the Claim or other such matter at its own expense but the liability of the Underwriters will not exceed the amount for which the Claim or other such matter could have been settled in the opinion of a senior legal counsel (to be mutually agreed upon by the Insured and the Underwriters and in the absence of such agreement to be determined by the President of the New Zealand Law Society). The Underwriters shall pay all Defence Costs incurred up to the date the Insured notifies the Underwriters in writing of its election under this Section 5.4.4, and shall pay the Insured (subject to the Excess) the amount for which the Claim or other such matter could have been so settled. The Insured expressly agrees that the Underwriters’ liability in respect of such Claim or other such matter shall then be at an end. 5.4.5 This Policy shall provide coverage only for covered matters and parties. In the event of a Claim, Circumstance or Occurrence which involves covered and non-covered matters or covered and non-covered parties, the Insured and the Underwriters agree to use their best efforts to determine a fair and proper allocation of amounts covered under this Policy, taking into account the relative legal and financial exposures of the parties to this Policy. 5.4.6 The Underwriters may investigate, negotiate and settle any Claim, Circumstance, Occurrence or other matter for which coverage is provided under this Policy, as they deem expedient; however, the Underwriters shall not be obligated to pay any claim or judgment or to defend any suit under a Coverage Section after the Limit of Liability of such Coverage Section has been exhausted by payment of judgments or settlements; provided that: (a) in the event that the Underwriters have paid the Limit of Liability of such Coverage Section in respect of any judgment or settlement, the Underwriters’ liability in respect of any further Defence Costs under such Coverage Section shall cease; and (b) if the amount of compensation the Insured is legally required to pay to dispose of a Claim, Circumstance, Occurrence or other matter for which coverage is provided under this Policy exceeds the Limit of Liability of such Coverage Section, the liability of the Underwriters to pay Defence Costs in connection with such Claim, Circumstance, Occurrence or other matter shall be limited to the same proportion of the Defence Costs as the Limit of Liability of such Coverage Section bears to the total amount of compensation paid to dispose of the Claim, Circumstance, Occurrence or other matter.

Legal Defence, Settlement and Allocation. 5.4.1 5.2.1 As a condition precedent to the right to be indemnified under this Policy, the Insured (and any person, firm, or company acting for or on the Insured’s behalf) must not incur any Defence Costs, admit liability for, compromise, settle or make any offer or payment in respect of any Claim, Circumstance, Occurrence Circumstance or other matter for which coverage is provided under this Policy without the Underwriters’ prior written consent, such consent not to be unreasonably withheld or delayed. However, the Underwriters’ consent is not required for the Insured to settle such Claim, Circumstance, Occurrence Circumstance or other matter if the total settlement amount (including Defence Costs) is within the applicable Excess, provided that such settlement fully resolves such Claim, Circumstance, Occurrence Circumstance or other matter with respect to all Insureds and the Underwriters. 5.4.2 5.2.2 The Insured shall defend any Claim, or other matter for which coverage is provided under this Policy, that is Claim brought against the Insured; however, the Underwriters shall have the right but not the duty to take over the investigation, defence and settlement of any Claim or other matter for which coverage may be provided under this PolicyCircumstance, and the Underwriters shall have full discretion in the handling thereof (notwithstanding that a dispute may have arisen between the Insured and Underwritersthe Underwriters ). 5.4.3 5.2.3 The Insured shall not be required by the Underwriters to contest any legal proceedings unless a Singapore Senior Counsel (to be mutually agreed upon by the Underwriters and Insured and in the absence of such agreement to be determined by the President of the New Zealand Law SocietySociety of Singapore), shall advise that such proceedings can be contested with a reasonable prospect of success. The cost of such advice shall be regarded as part of the Defence Costs. 5.4.4 5.2.4 If the Insured does not agree with a decision by the Underwriters to settle a Claim or any other matter for which coverage is provided under this PolicyClaim, the Insured can elect to contest the Claim or other such matter at its own expense but the liability of the Underwriters will not exceed the amount for which the Claim or other such matter could have been settled in the opinion of a senior legal counsel Singapore Senior Counsel (to be mutually agreed upon by the Insured and the Underwriters and in the absence of such agreement to be determined by the President of the New Zealand Law SocietySociety of Singapore). The Underwriters shall pay all Defence Costs incurred up to the date the Insured notifies the Underwriters in writing of its election under this Section 5.4.4section, and shall pay the Insured (subject to the Excess) the amount for which the Claim or other such matter could have been so settled. The Insured expressly agrees that the Underwriters’ liability in respect of such Claim or other such matter shall then be at an end. 5.4.5 5.2.5 This Policy shall provide coverage only for covered matters Damages and partiesDefence Costs. In the event of a Claim, Circumstance or Occurrence Claim which involves covered and non-covered matters or covered and non-covered parties, the Insured and the Underwriters agree to use their best efforts to determine a fair and proper allocation of amounts Damages and Defence Costs covered under this Policy, taking into account the relative legal and financial exposures of the parties to this Policyexposures. 5.4.6 The Underwriters may investigate, negotiate and settle any Claim, Circumstance, Occurrence or other matter for which coverage is provided under this Policy, as they deem expedient; however, the Underwriters shall not be obligated to pay any claim or judgment or to defend any suit under a Coverage Section after the Limit of Liability of such Coverage Section has been exhausted by payment of judgments or settlements; provided that: (a) in the event that the Underwriters have paid the Limit of Liability of such Coverage Section in respect of any judgment or settlement, the Underwriters’ liability in respect of any further Defence Costs under such Coverage Section shall cease; and (b) if the amount of compensation the Insured is legally required to pay to dispose of a Claim, Circumstance, Occurrence or other matter for which coverage is provided under this Policy exceeds the Limit of Liability of such Coverage Section, the liability of the Underwriters to pay Defence Costs in connection with such Claim, Circumstance, Occurrence or other matter shall be limited to the same proportion of the Defence Costs as the Limit of Liability of such Coverage Section bears to the total amount of compensation paid to dispose of the Claim, Circumstance, Occurrence or other matter.

Legal Defence, Settlement and Allocation. 5.4.1 5.2.1 As a condition precedent to the right to be indemnified under this Policy, the Insured (and any person, firm, or company acting for or on the Insured’s behalf) must not incur any Defence Costs, admit liability for, compromise, settle or make any offer or payment in respect of any Claim, Circumstance, Occurrence Circumstance or other matter for which coverage is provided under this Policy without the Underwriters’ prior written consent, such consent not to be unreasonably withheld or delayed. However, the Underwriters’ consent is not required for the Insured to settle such Claim, Circumstance, Occurrence or other matter if the total settlement amount (including Defence Costs) is within the applicable Excess, provided that such settlement fully resolves such Claim, Circumstance, Occurrence or other matter with respect to all Insureds and the Underwriters. 5.4.2 5.2.2 The Insured shall defend any Claim, or other matter for which coverage is provided under this Policy, that is Claim brought against the Insured; however, the Underwriters shall have the right but not the duty to take over the investigation, defence and settlement of any Claim or other matter for which coverage may be provided under this PolicyCircumstance, and the Underwriters shall have full discretion in the handling thereof (notwithstanding that a dispute may have arisen between the Insured and Underwritersthe Underwriters ). 5.4.3 5.2.3 The Insured shall not be required by the Underwriters to contest any legal proceedings unless a Senior Counsel (to be mutually agreed upon by the Underwriters and Insured and in the absence of such agreement to be determined by the President of the New Zealand Law Society), shall advise that such proceedings can be contested with a reasonable prospect of success. The cost of such advice shall be regarded as part of the Defence Costs. 5.4.4 5.2.4 If the Insured does not agree with a decision by the Underwriters to settle a Claim or any other matter for which coverage is provided under this PolicyClaim, the Insured can elect to contest the Claim or other such matter at its own expense but the liability of the Underwriters will not exceed the amount for which the Claim or other such matter could have been settled in the opinion of a senior legal counsel Senior Counsel (to be mutually agreed upon by the Insured and the Underwriters and in the absence of such agreement to be determined by the President of the New Zealand Law Society). The Underwriters shall pay all Defence Costs incurred up to the date the Insured notifies the Underwriters in writing of its election under this Section 5.4.4section, and shall pay the Insured (subject to the Excess) the amount for which the Claim or other such matter could have been so settled. The Insured expressly agrees that the Underwriters’ liability in respect of such Claim or other such matter shall then be at an end. 5.4.5 5.2.5 This Policy shall provide coverage only for covered matters Damages and partiesDefence Costs. In the event of a Claim, Circumstance or Occurrence Claim which involves covered and non-covered matters or covered and non-covered parties, the Insured and the Underwriters agree to use their best efforts to determine a fair and proper allocation of amounts Damages and Defence Costs covered under this Policy, taking into account the relative legal and financial exposures of the parties to this Policyexposures. 5.4.6 The Underwriters may investigate, negotiate and settle any Claim, Circumstance, Occurrence or other matter for which coverage is provided under this Policy, as they deem expedient; however, the Underwriters shall not be obligated to pay any claim or judgment or to defend any suit under a Coverage Section after the Limit of Liability of such Coverage Section has been exhausted by payment of judgments or settlements; provided that: (a) in the event that the Underwriters have paid the Limit of Liability of such Coverage Section in respect of any judgment or settlement, the Underwriters’ liability in respect of any further Defence Costs under such Coverage Section shall cease; and (b) if the amount of compensation the Insured is legally required to pay to dispose of a Claim, Circumstance, Occurrence or other matter for which coverage is provided under this Policy exceeds the Limit of Liability of such Coverage Section, the liability of the Underwriters to pay Defence Costs in connection with such Claim, Circumstance, Occurrence or other matter shall be limited to the same proportion of the Defence Costs as the Limit of Liability of such Coverage Section bears to the total amount of compensation paid to dispose of the Claim, Circumstance, Occurrence or other matter.

Legal Defence, Settlement and Allocation. 5.4.1 4.2.1 As a condition precedent to the right to be indemnified under this Policy, the Insured (and any person, firm, or company acting for or on the Insured’s behalf) must not incur any Defence Costs, admit liability for, compromise, settle or make any offer or payment in respect of any Claim, Circumstance, Occurrence Circumstance or other matter for which coverage is provided under this Policy without the Underwriters’ prior written consent, such consent not to be unreasonably withheld or delayed. However, the Underwriters’ consent is not required for the Insured to settle such Claim, Circumstance, Occurrence Circumstance or other matter if the total settlement amount (including Defence Costs) is within the applicable Excess, provided that such settlement fully resolves such Claim, Circumstance, Occurrence Circumstance or other matter with respect to all Insureds and the Underwriters. 5.4.2 4.2.2 The Insured shall defend any Claim, or other matter for which coverage is provided under this Policy, that is brought against the Insured; however, the Underwriters shall have the right but not the duty to take over the investigation, defence and settlement of any Claim or other matter for which coverage may be provided under this Policy, and the Underwriters shall have full discretion in the handling thereof (notwithstanding that a dispute may have arisen between the Insured and Underwriters). 5.4.3 4.2.3 The Insured shall not be required by the Underwriters to contest any legal proceedings unless a Senior Counsel (to be mutually agreed upon by the Underwriters and Insured and in the absence of such agreement to be determined by the President of the New Zealand Law SocietySociety of Singapore), shall advise that such proceedings can be contested with a reasonable prospect of success. The cost of such advice shall be regarded as part of the Defence Costs.the 5.4.4 4.2.4 If the Insured does not agree with a decision by the Underwriters to settle a Claim or any other matter for which coverage is provided under this Policy, the Insured can elect to contest the Claim or other such matter at its own expense but the liability of the Underwriters will not exceed the amount for which the Claim or other such matter could have been settled in the opinion of a senior legal counsel Senior Counsel (to be mutually agreed upon by the Insured and the Underwriters and in the absence of such agreement to be determined by the President of the New Zealand Law SocietySociety of Singapore). The Underwriters shall pay all Defence Costs incurred up to the date the Insured notifies the Underwriters in writing of its election under this Section 5.4.44.2.4, and shall pay the Insured (subject to the Excess) the amount for which the Claim or other such matter could have been so settled. The Insured expressly agrees that the Underwriters’ liability in respect of such Claim or other such matter shall then be at an end. 5.4.5 4.2.5 This Policy shall provide coverage only for covered matters and parties. In the event of a Claim, Claim or Circumstance or Occurrence which involves covered and non-covered matters or covered and non-covered parties, the Insured and the Underwriters agree to use their best efforts to determine a fair and proper allocation of amounts covered under this Policy, taking into account the relative legal and financial exposures of the parties to this Policy. 5.4.6 4.2.6 The Underwriters may investigate, negotiate and settle any Claim, Circumstance, Occurrence Circumstance or other matter for which coverage is provided under this Policy, as they deem expedient; however, the Underwriters shall not be obligated to pay any claim or judgment or to defend any suit under a Coverage Section after the Limit of Liability of such Coverage Section has been exhausted by payment of judgments or settlements; provided that: (a) in the event that the Underwriters have paid the Limit of Liability of such Coverage Section in respect of any judgment or settlement, the Underwriters’ liability in respect of any further Defence Costs under such Coverage Section shall cease; and (b) if the amount of compensation the Insured is legally required to pay to dispose of a Claim, Circumstance, Occurrence Circumstance or other matter for which coverage is provided under this Policy exceeds the Limit of Liability of such Coverage Section, the liability of the Underwriters to pay Defence Costs in connection with such Claim, Circumstance, Occurrence Circumstance or other matter shall be limited to the same proportion of the Defence Costs as the Limit of Liability of such Coverage Section bears to the total amount of compensation paid to dispose of the Claim, Circumstance, Occurrence Circumstance or other matter.