Page 139 - Agriculture Policy Wording Binder

Directors' and Officers' Liability (Claims-made Basis)
12. Securities
arising out of, based upon or attributable to, directly or indirectly resulting from or in consequence of the actual or intended listing, private placement or public offering of any securities of the Insured as a company;
PROVIDED THAT:
in the event of any private placement or public offering the Company may consider removal of this Exception, but consideration of such removal is subject to receipt from the Insured of the following:
1. a written declaration signed and dated by the Chairman or Chief Executive Officer stating that the offering is not in contravention of the Articles of Association, Constitution, Memorandum of Incorporation, laws or bye-laws of the company and that after enquiry to the best of his/her knowledge and belief he/she is not aware of any circumstance which could give rise to a claim against any Insured;
2. a copy of all filings and/or documents which have been or are presented to any relevant authority and/or the existing and/or prospective shareholders or stockholders of the company;
3. such additional premium as the Company may reasonably require, together with agreement to any revised Terms, Conditions and/or Exclusions as may be required by the Company.
13. Trustees and administrators
arising out of, based upon or attributable to any act or omission as trustee, fiduciary or administrator of any pension plan, welfare plan, retirement fund, profit sharing, share option, share incentive scheme or trust or any other employee benefit programme.
14. USA/Canada claims
arising out of, based upon or attributable to, directly or indirectly resulting from or in consequence of, or in any way involving any matter or claim where relief is sought or legal action or litigation is threatened or pursued in a court of law or other authority, constituted in the United States of America and/or Canada, or arising out of any activities carried on in the United States of America and/or Canada.
SPECIFIC CONDITIONS
1. Admission of liability
The Insured will not admit or assume any liability, enter into any settlement agreement, or consent to any judgment without the prior written consent of the Company. Only judgments resulting from claims defended in accordance with this Section of the policy will be recoverable as a loss under this Section. If the Insured is in breach of this Condition, this Section of the Policy will afford no cover in connection with that claim.
2. Allocation between the Insured and the director
The Company will only be liable to provide an indemnity for a covered claim against a director. The Company has no obligation under this Section of the Policy to pay defence costs incurred by judgments against or settlements entered into by the Insured arising out of a claim made against the Insured, nor does the Company have any obligation to provide an indemnity arising out of any legal liability that the Insured may have to a claimant;
PROVIDED THAT: with respect to:
1. Defence Costs jointly incurred by;
2. any joint settlement entered into by; and/or
3. any judgment of joint and several liability against the Insured and any director;
in connection with any claim, the Insured and any director and the Company hereby agree to use their respective best efforts to determine a fair and proper allocation of liability and the amounts as between the Company, any such director and the Insured, taking into account the relative legal and financial exposures, and the relative benefits obtained by the Insured and any such director.
In the event that any claim involves both covered matters, and matters or persons not covered under this Section, a fair and proper allocation of any defence costs, judgments and/or settlements will be made between the Insured, the director and the Company taking into account the relative legal and financial exposures attributable to covered matters and matters or people not covered under this Section of the Policy.
Policy Wording – Agriculture – Binder – Version 2 2023 Page | 137