Defense & Settlement

1. The Insureds shall not admit liability for or settle any Claim or incur any Defense Costs without the Insurer’s prior written consent, which shall not be unreasonably withheld. The Insurer shall be entitled to full information and all particulars it may request in order to reach a decision as to its consent. Any Defense Costs incurred, settlement offers made, settlements reached or judgments agreed to without the Insurer’s prior written consent shall not be covered by this Policy.
2. The Insurer shall have the right and duty to defend any covered Claim, even if the allegations in such Claim are groundless, false or fraudulent. The Insurer’s duty to defend shall cease immediately upon the exhaustion of the Limit of Liability, in which event the Insurer shall tender control of the defense to the Insureds and shall have no further obligations under this Policy. The Insureds undertake and agree to repay to the Insurer any amounts paid by the Insurer in the defense of uncovered claims or allegations.