# CONTROL OF CLAIMS

15. The Assured shall be solely responsible for the investigation, settlement, defense and final disposition of any claim made, suit brought or proceeding instituted against the Assured to which this policy would apply and which no underlying insurer is obligated to defend.

16. The Assured shall use due diligence and prudence to settle all claims and suits which in the exercise of sound judgment should be settled, provided, however, that the Assured shall not make or agree to any settlement for any sum in excess of the underlying insurance without the approval of the Company.

17. The Assured shall comply with the terms and conditions of the underlying insurance and shall cooperate with the underlying insurer(s) as required by the terms of the underlying insurance.

18. The Assured shall enforce any right of contribution or indemnity against any person or organizations who may be liable to the Assured.

19. At no time shall the Company be called upon to assume charge of the investigation, settlement, or defense of any claim made, suit brought or proceeding instituted against the Assured, but the Company shall have the right and shall be given the opportunity to associate with the Assured or its underlying insurer(s) in the investigation, settlement or defense of any claim, suit or proceeding which appears likely to involve the Company. In the event that the Company avails itself of such right or opportunity, the Assured, the Company, and the underlying insurer(s) shall cooperate in the investigation, settlement or defense of such claim, suit or proceeding. Failure on the part of the Assured to cooperate shall relieve the Company, if it so chooses, of any liability under this policy.

20. In the event that the Assured elects not to appeal a judgment in excess of the underlying insurance limit or limits, the Company may elect to conduct such appeal at its own cost and expense and shall be liable for the taxable court costs and interests incidental thereto, but in no event shall the liability of the Company exceed the limit of liability as shown in Declarations 6 and 7 plus the cost and expense of any such appeal.

## LIMIT OF LIABILITY

21. Except as set forth in Clause 20, in no event shall the Company's liability for any one accident or occurrence or in the aggregate where applicable, including all costs, exceed the limits shown in Declarations 6 and 7.

## ALLOCATION OF COSTS

22. In the event of any claim, suit or proceeding which appears likely to result in liability to the Company, no costs shall be incurred by the Assured without the written consent of the Company.