Defense and Settlement Sample Clauses

Defense and Settlement. The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Institution with respect to which the Receiver has indemnified the Assuming Institution in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Institution with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement, or which existed against the Failed Bank on or before the Bank Closing Date. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Institution with respect to any of its obligations under this Agreement.

Defense and Settlement. (A) It shall be the duty of the Insureds and not the duty of the Underwriter to defend any Claim covered by this Coverage Section. The Underwriter shall have the right to participate with the Insureds in the investigation, defense and settlement of any Claim, including but not limited to the selection of appropriate defense counsel and the negotiation of a settlement of any Claim that appears reasonably likely to be covered in whole or in part by this Coverage Section. (B) Upon written request, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments by the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event and to the extent that the Insureds shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claim. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. If the Insureds refuse to consent to a settlement acceptable to the claimant in accordance with the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the Underwriter’s liability for such Claim will not exceed: (1) the amount for which the Claim could have been settled plus Defense Expenses incurred up to the date the Insureds refused to settle such Claim (the “Settlement Amount”); plus (2) seventy percent (70%) of any Loss in excess of the Settlement Amount incurred in connection with such Claim. The remaining thirty percent (30%) of Loss in excess of the Settlement Amount will be carried by the ...

Defense and Settlement. If any claim, action or proceeding is made or brought against any Indemnitee, then upon demand by an Indemnitee, Tenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the Indemnitee’s name (if necessary), by attorneys approved by the Indemnitee, which approval shall not be unreasonably withheld (attorneys for Tenant’s insurer shall be deemed approved for purposes of this Section 25.4). Notwithstanding the foregoing, an Indemnitee may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of the amount available under Tenant’s liability insurance carried under Section 11.1 for such claim and Tenant shall pay the reasonable fees and disbursements of such attorneys. If Tenant fails to diligently defend or if there is a legal conflict or other conflict of interest, then Landlord may retain separate counsel at Tenant’s expense. Notwithstanding anything herein contained to the contrary, Tenant may direct the Indemnitee to settle any claim, suit or other proceeding provided that (a) such settlement shall involve no obligation on the part of the Indemnitee other than the payment of money, (b) any payments to be made pursuant to such settlement shall be paid in full exclusively by Tenant at the time such settlement is reached, (c) such settlement shall not require the Indemnitee to admit any liability, and (d) the Indemnitee shall have received an unconditional release from the other parties to such claim, suit or other proceeding.

Defense and Settlement. A. The Underwriters shall have the right and duty to defend the Insured, subject to the Limit of Liability and all the provisions, terms and conditions of this Policy: 1. any Claim first made against the Insured seeking payment under the terms of this insurance, even if any of the allegations of the Claim are groundless, false or fraudulent; or 2. under Insuring Agreement I.D., any Claim in the form of a Regulatory Proceeding. The Underwriters shall choose defense counsel in conjunction with the Named Insured, but in the event of a dispute, the decision of the Underwriters is 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. It is agreed that 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 Deductible set forth in Item 4. of the Declarations. C. The Underwriters shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to coverage and statements made in the application. D. If the Insured refuses to consent to any settlement or compromise recommended by the Underwriters and which is acceptable to the claimant and elects to contest the Claim, the Underwriters’ liability for any Damages, Penalties and Claims Expenses shall not exceed 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 the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense of the Claim 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.D.) shall not be considered in determining the amount for which a Claim could have been settled. E. Subject to the Limit of Liability of this Policy, the Underwriters shall pay all premiums on bonds to release attachments, all premiums on appeal bonds required in any such defended suit, but ...

Defense and Settlement. The indemnifying party shall control the defense of any claim and/or suit for which indemnification is provided under this Section 11. This agreement of indemnity shall not be valid as to any settlement of a claim or suit or offer of settlement or compromise without the prior written approval of the indemnifying party.

Defense and Settlement. In any action in which the Franchisee defends the Town, the Franchisee shall consult with the Town prior to proposing, accepting, or rejecting a settlement and prior to filing any pleading which might estop the Town with respect to any question of fact or law. Franchisee shall provide the defense of any claims brought against the Town by selecting counsel of Franchisee’s choice to defend the claim, subject to the consent of the Town, which shall not unreasonably be withheld. Nothing herein shall be deemed to prevent the Town from cooperating with the Franchisee and participating in the defense of any litigation by its own counsel at its own cost and expense, provided, however, that after consultation with the Town, Franchisee shall have the right to defend, settle or compromise any claim or action arising hereunder, and Franchisee shall have the authority to decide the appropriateness and the amount of any such settlement. In the event that the terms of any such settlement include the full release of the Town and the Town does not consent to the terms of any such proposed settlement or compromise, Franchisee shall not settle the claim or action, but its obligation to indemnify the Town shall in no event exceed the amount of such proposed settlement.

Defense and Settlement. If any claim, action or proceeding is made or brought against any Indemnitee, then upon demand by an Indemnitee, Tenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the Indemnitee's name (if necessary), by attorneys approved by the Indemnitee, which approval shall not be unreasonably withheld. Attorneys for Tenant's insurer shall hereby be deemed approved for purposes of this Section 32.

Defense and Settlement. 1. We have the right, but not the duty, to investigate and/or defend any claim for errors and omissions asserted against a covered party. If we defend, we have the exclusive right to select defense counsel but will endeavor to work with the covered entity. 2. We have the right to settle any claim. We are not obligated to obtain the covered party’s consent, but will endeavor to obtain such consent or agreement. 3. We have the discretion to defend a claim for which no errors and omissions coverage is afforded if we determine that provision of a defense or payment of defense costs may avoid a legal precedent that may have a materially adverse effect upon us or our members in other circumstances or proceedings. Such discretion shall be absolute and unconditional and shall not be subject to any requirement of reasonableness or fairness whatsoever. 4. The amount we will pay for errors and omissions, which includes judgments, settlements and defense costs, is subject to the limit of liability set forth in the Information Pages. Defense costs are part of and not in addition to the limit of liability. 5. Our obligations under this coverage part end when we have used up the limit of liability in the payment of judgments, settlements or defense costs (or any combination thereof) under coverages A, B, C or D. This applies to both claims and suits pending at that time and those filed thereafter.

Defense and Settlement. In connection with the defense of any third party claims for which claims for indemnification have been made hereunder, each party will provide reasonable access to its and the Company's books and records as and to the extent required for the proper defense of such third party claim. Neither party shall consent to any settlement or purport to bind any other party to any settlement without the written consent of the other party.

Defense and Settlement. If notified promptly in writing of any action (and all prior related claims) brought against Distributor alleging that Distributor's resale, distribution or other disposition of the Software and/or Merchandise under this Agreement infringes any valid copyright, trademark or United states or Canadian patent, COREL will defend that action at its expense and will pay the costs and damages finally awarded against Distributor in the action, provided: that Distributor provides COREL with prompt written notice of such claim(s); that COREL shall have sole control of the defense of any such action and all negotiations for its settlement or compromise; that Distributor, and where applicable, those for whom Distributor is in law responsible, cooperate fully with COREL in its defense of the action; and that COREL shall have no liability if (a) the action results from (i) the use of the Software for purposes or in an environment for which it was not designed; (ii) modification of the Software and/or Merchandise by anyone other than COREL or bundling of the Software with Distributor Product(s); (iii) distribution of any Software and/or Merchandise or display or use of any COREL Xxxx after COREL's notice to Distributor that it should cease distribution or use of such Software, Merchandise and/or COREL Xxxx due to a possible infringement; or (iv) Electronic Software Distribution provided by Distributor; or (b) the infringement claim arises as a result of Distributor's breach of the terms and conditions of this Agreement.