Defense and Settlement Clause Samples
The Defense and Settlement clause outlines the responsibilities and rights of parties regarding the defense against third-party claims and the settlement of such claims. Typically, this clause specifies which party must assume control of the legal defense, whether the indemnifying party has the right to select counsel, and under what conditions settlements may be made, such as requiring prior written consent. Its core function is to allocate control and responsibility for managing legal disputes, thereby minimizing confusion and potential conflicts between parties when responding to third-party claims.
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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. 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. If any Third Party Claim is brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim and, at its option (unless (i) the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnified Party and the Indemnifying Party or (ii) the Indemnified Party has failed to assume the defense of the Third Party Claim within 15 days after receipt of notice thereof), to assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim for which the Indemnifying Party may have an indemnification obligation pursuant to Section 8.2(a)(viii) or (ix). If the Indemnifying Party assumes the defense of a Third Party Claim, (i) no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation of Applicable Law or the rights of any Person by the Indemnified Party (or any of its affiliates or their respective directors, managers, officers, shareholders, members, agents, or representatives) and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (ii) the Indemnified Party shall have no Liability with respect to any compromise or settlement of such Third Party Claim effected without its consent. If the Indemnifying Party assumes the defense of any Third Party Claim, then the Indemnifying Party will keep the Indemnified Party reasonably informed of the progress of the defense and any compromise or settlement of such claim and will consult with, when appropriate, and consider any reasonable advice from, the Indemnified Party with respect to any such defense, compromise, or settlement. If notice is given to an Indemnifying Party of the commencement of any Third Party Claim and the Indemnifying Party does not, within 15 days after the Indemnified Party’s notice is given, elect to assume the defense of such Third Party Claim, the Indemnifying Party shall be bound by any determination made in such Third Party Claim or any compromise or ...
Defense and Settlement. The obligations to indemnify, defend and hold harmless set forth in this section shall not apply to the Party to be indemnified (the “Indemnified Party”) unless the Indemnified Party (i) notifies the Party providing such indemnification (the “Indemnifying Party”) as soon as practicable of any matters in respect of which the indemnity may apply and of which the Indemnified Party has knowledge; (ii) gives the Indemnifying Party, at the Indemnifying Party’s option, the full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the Indemnifying Party shall not settle any such claim or action without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) or such settlement include as an unconditional term thereof the giving by the claimant of an unconditional release from all liability in favor of the Indemnified Party; and (iii) cooperates with the Indemnifying Party, at the Indemnifying Party’s cost and expense, in the defense or settlement thereof. Notwithstanding the foregoing, the indemnification obligations hereunder shall not be relieved hereunder for failure to do the foregoing, or delay with so doing, unless the Indemnifying Party is materially prejudiced thereby. In addition, the Indemnified Party may, at its own expense, participate in its defense if any claim.
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. 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 City, the Franchisee shall consult with the City prior to proposing, accepting, or rejecting a settlement and prior to filing any pleading which might estop the City with respect to any question of fact or law. Franchisee shall provide the defense of any claims brought against the City by selecting counsel of Franchisee’s choice to defend the claim, subject to the consent of the City, which shall not unreasonably be withheld. Nothing herein shall be deemed to prevent the City 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 City, 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 City and the City 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 City 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. (a) If any claim, action or proceeding for which Tenant indemnifies Landlord or any other Landlord Indemnitee hereunder is made or brought against any Landlord Indemnitee, then upon demand by a Landlord Indemnitee, Tenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the Landlord Indemnitee’s name (if necessary) by attorneys approved by the Landlord Indemnitee, which DocuSign Envelope ID: 9A9C9B12-A895-460A-B922-02EA96CBF419888 F039-07D3 96C 95C7 5 F6CAE9878F
(b) If any claim, action or proceeding for which Landlord indemnifies Tenant or any Tenant Party hereunder is made or brought against Tenant or any such Tenant Party, then upon demand by Tenant or such Tenant Party, Landlord, at its sole cost and expense, shall resist or defend such claim, action or proceeding in Tenant’s (or Tenant Party’s) name (if necessary) by attorneys approved by ▇▇▇▇▇▇, which approval shall not be unreasonably withheld. Attorneys for Landlord’s insurer shall be deemed approved for purposes of this Section 25.3(b). Notwithstanding the foregoing, Tenant may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of the amount covered under Landlord’s liability insurance for such claim, provided that Tenant shall pay the reasonable fees and disbursements of such attorneys. In addition, if ▇▇▇▇▇▇▇▇ fails to diligently defend any claim, action or proceeding, or if there is a legal conflict or other conflict of interest, then Tenant may retain separate counsel at Landlord’s expense. Notwithstanding anything herein contained to the contrary, Landlord may direct Tenant to settle any claim, suit or other proceeding if (i) such settlement does not obligate Tenant for anything other than the payment of money; (ii) any payments to be made pursuant to such settlement shall be paid in full by Landlord at the time such settlement is reached; (iii) such settlement does not require Tenant to admit any liability; and (iv) Tenant shall have received an unconditional release from the other parties to such claim, suit or other proceeding.