Defence and Settlement. The Indemnifying Party shall have the right, but not the obligation, to assume the defence of any Claim in any jurisdiction with legal counsel of reputable standing in order to protect the rights and interest of the Indemnitees. In such respect, (i) the Indemnifying Party shall require the consent of the Indemnitees to the choice of legal counsel in connection with the Claim, which consent shall not be unreasonably withheld or delayed; and (ii) without prejudice to the rights of the Indemnitees to retain counsel and participate in the defence of the Claim, the Indemnifying Party and the Indemnitees shall make all reasonable efforts to co-ordinate their course of action in connection with the defence of such Claim. The related costs and expenses sustained in such respect by the Indemnitees shall be at the expense of the Indemnifying Party, provided that the Indemnifying Party shall only be liable for the costs and expenses of one firm of separate counsel in addition to the cost of any local counsel that may be required. If the Indemnifying Party fails to assume defence of the Claim, the Indemnitees will (upon further notice to the Borrowers) have the right to undertake, at the expense of the Indemnifying Party, the defence, compromise or settlement of the Claim on behalf and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defence of the Claim at any time prior to settlement, compromise or final determination thereof. Notwithstanding the foregoing, in the event the Indemnitee, acting reasonably, does not agree with the manner or timeliness in which the legal counsel of the Indemnifying Party is carrying on the defence of the Claim, or, pursuant to the opinion of a reputable counsel retained by the Indemnitee, there may be one or more legal defences available different from the one carried on by the legal counsel of the Indemnifying Party, the Indemnitee shall have the right to assume its own defence in the Claim by appointing its own legal counsel. The costs and the expenses sustained by the Indemnitee shall be at the expense of the Indemnifying Party provided that the Indemnifying Party shall only be liable for the costs and expenses of one firm of separate counsel, in addition to the costs of any local counsel that may be required. The Indemnifying Party shall not be liable for any settlement of any Claim effected without its written consent (which shall not be unreasonably withheld or delaye...
Defence and Settlement. The provisions of Section 12.4(d) shall apply to any Claims under this Section 12.5.
Defence and Settlement. It shall be the duty of the Insured and not the duty of the Company to defend Claims. With respect to any Claim the Company shall have the right and shall be given the opportunity to associate with each Insured, and shall be consulted in advance by the Insured, regarding the investigation, defence and settlement, including the negotiation of any settlement, of any such Claim. It shall not be unreasonable for the Company to withhold its consent to separate counsel for one or more of such Insured’s, unless there is a material actual or potential conflict of interest among such Insured’s. Each Insured agrees not to settle, or convey any offer of settlement to any claimant with regard to, any Claim, incur any Defence Costs, or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company's prior written consent. The Company shall not otherwise be liable for any Defence Costs, any other element of Loss incurred, any obligation assumed or any admission made by an Insured without the Company’s prior written consent. Provided each Insured complies with this section, the Company shall not unreasonably withhold or delay any such consent. If any Insured withholds consent to any settlement acceptable to the claimant in accordance with the Company's recommendation (a “Proposed Settlement”), then the Company's liability for all Loss from such Claim shall not exceed the amount of the Proposed Settlement plus Defence Costs incurred up to the date of such Insured’s refusal to consent to the Proposed Settlement of such Claim. Each Insured agrees to provide the Company with all information, assistance and co-operation which the Company reasonably requires, including, without limitation, for the purposes of any investigation the Company makes, in its absolute discretion. Each Insured agrees that, in the event of a Claim, such Insured will do nothing that may prejudice the Company's position or its potential or actual rights of recovery.
Defence and Settlement. The Company shall have the right and duty to defend any Claim covered by this policy. Coverage shall apply even if any of the allegations are groundless, false or fraudulent. The Company’s duty to defend shall cease upon exhaustion of the Company’s applicable Limit of Liability set forth in Item 3 of the Schedule. Defence Costs are part of and not in addition to the applicable Limit of Liability set forth in Item 3 of the Schedule of this policy, and the payment by the Company of Defence Costs reduces such applicable Limit of Liability. All Insureds agree to provide the Company with all information, assistance and cooperation which the Company reasonably requests and agree that they will do nothing that may prejudice the Company’s position or its potential or actual rights of recovery. No Insured shall settle any Claim, incur any Defence Costs, assume any contractual obligation or admit any liability with respect to any Claim without the Company’s written consent, which shall not be unreasonably withheld. The Company shall not be liable for any settlement, Defence Costs, assumed obligation or admission to which it has not consented.
Defence and Settlement. It shall be the duty of each Insured and not the duty of the Company to defend Claims. Each Insured agrees not to settle, or convey any offer of settlement to any claimant with regard to, any Claim, incur any Defence Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company's prior written consent. The Company shall not be liable for any Defence Costs, any other element of Loss incurred, any obligation assumed or any admission made by any Insured without the Company's prior written consent. An Insured Organisation is not required to obtain the Company's consent before incurring Public Relations Expenses. Provided the Insureds comply with this section, the Company shall not unreasonably withhold any such consent. With respect to any Claim that appears reasonably likely to be covered in whole or in part under this policy the Company shall have the right and shall be given the opportunity to effectively associate with each Insured, and shall be consulted in advance by the Insured, regarding the investigation, defence and settlement, including the negotiation of any settlement, of any Claim that appears reasonably likely to be covered in whole or in part by this policy. Each Insured agrees to provide the Company with all information, assistance and co-operation which the Company reasonably requires, including, without limitation, for the purposes of any investigation the Company makes, in its absolute discretion. Each Insured agrees that, in the event of a Claim, such Insured will do nothing that may prejudice the Company's position or its potential or actual rights of recovery.
Defence and Settlement. A. It shall be the duty of the Insured and not the duty of the Company to defend any Claim made against the Insured. The Insured shall have the sole obligation to retain defence counsel, which shall be subject to the prior written approval of the Company.
Defence and Settlement. The provisions of Section 10.4(d) shall apply to any Claims under this Section 10.5.
Defence and Settlement. It shall be the duty of the Insured and not the duty of the Company to defend Claims. Each Insured agrees not to settle, or convey any offer of settlement to any claimant with regard to, any Claim, incur any Defence Costs, Legal Representation Expenses, Prosecution and Reputation Protection Costs or Crisis Expenses or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company’s prior written consent. The Company shall not otherwise be liable for any Defence Costs, Legal Representation Expenses, Prosecution and Reputation Protection Costs or Crisis Expenses, any other element of Loss incurred, any obligation assumed or any admission made by any Insured without the Company’s prior written consent. Provided the Insureds comply with this section, the Company shall not unreasonably withhold or delay any such consent. With respect to any Claim the Company shall have the right and shall be given the opportunity to associate with each Insured, and shall be consulted in advance by the Insured, regarding the investigation, defence and settlement, including the negotiation of any settlement, of any such Claim. The Company will not unilaterally enforce a settlement of any Claim. Each Insured agrees to provide the Company with all information, assistance and co-operation which the Company reasonably requires, including, without limitation, for the purposes of any investigation the Company makes, in its absolute discretion. With respect to any Claim made against both an Insured Person and an Organisation, such Insured Persons and the Organisation shall have the option to retain separate defence counsel, subject to obtaining the Company’s prior written consent. Each Insured agrees that, in the event of a Claim, such Insured will do nothing that may prejudice the Company’s position or its potential or actual rights of recovery.
Defence and Settlement. 3.5.1 The insured agrees not to incur any defence costs, admit liability for or attempt to settle, make any admission, offer any payment or otherwise assume any contractual obligation with respect to any claim or loss without the insurer’s written consent, such consent not to be unreasonably withheld. The insurer shall not be liable for any defence costs, settlement, admission, offer, payment, or assumed obligation to which it has not consented. In any event no action shall be taken which might prejudice the insurer.
Defence and Settlement. If notified promptly and in writing of any action (and all prior related claims) brought against the Master Licensee alleging that the Master Licensee's use of the Software under this Agreement infringes any valid Canadian or United States patent or copyright, Gamingtech may, subject as provided below, defend and settle that action at its expense and may, subject as provided below, pay the costs and damages of any type finally awarded against the Master Licensee in the action, but is not obligated to do so, and provided that (i) Gamingtech shall have sole control of the defense of any such action and all negotiations for its settlement or compromise; and (ii) the Master Licensee and where applicable those for whom the Master Licensee is responsible, cooperates fully with Gamingtech in its defense of the action. If the Master Licensee receives notice of a valid claim or demand regarding infringement, or if the use of the Software shall be prevented by injunction, Gamingtech shall, at its option and expense either (i) procure for the Master Licensee the right to continued use of the Software as provided hereunder, (ii)modify the Software so that it is no longer infringing, (iii)replace the Software with computer software of equal capability, or (iv) terminate this Agreement as to the infringing Software; provided that Gamingtech agrees that it will exercise any of the options (1) to (iii) prior to exercising option (iv) if, in Gamingtech's opinion, such options are commercially feasible to Gamingtech. The foregoing indemnification does not extend to any claim arising out of a modification to the Software by any party other than Gamingtech to the extent such claim would not have arisen had such modification not been made, any combination of the Software with any other software or hardware to the extent such claim would not have an' sen had such combination not been made, or the use or distribution of the Software other than as permitted under this Agreement or a CM Sub License Agreement and the Master Licensee shall indemnify and hold Gamingtech harmless from any infringement arising therefrom. THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF GAMINGTECH TO THE MASTER LICENSEE OR ANY CM SUB LICENSEE AND THE EXCLUSIVE REMEDY OF THE MASTER LICENSEE OR ANY CM SUB LICENSEE WITH RESPECT TO ANY ALLEGED INTELLECTUAL PROPERTY INFRINGEMENT.
