Page 105 - Hollard Business Branch Policy Wording

Directors' and O cers' Liability (Claims-made Basis)
SPECIFIC CONDITIONS
1. First amount payable
If the Company has indemni ed or agrees to indemnify the Insured, the Company will only be liable for the amount of that loss which exceeds the rst amount payable.
2. Claims made and reported
The insurance provided under this Sec on of the Policy is a orded solely with respect to claims rst made against a director during the period of insurance or the Extended Discovery Period and upon the condi on precedent that such claims have been reported to the Company as soon as possible, but in all events no later than either during the period of insurance or the Extended Discovery Period, if applicable.
3. Claim no ca on
The Insured will no fy the Company in wri ng as soon as possible:
3.1 a er receiving a wri en demand, service of suit or ins tu on of legal proceedings, arbitra on or other alternate dispute resolu on alleging a wrongful act or a er the Insured becomes aware of the inten on of any person to take such ac on against any director;
3.2 a er receiving wri en no ce of any criminal prosecu on of any director in their capacity as such;
3.3 a er receiving wri en no ce requiring a endance at any Regulatory Inves ga on Hearing;
3.4 a er receiving wri en no ce of any order or charge obtained against a director in their capacity as such;
3.5 a er becoming aware of any fact, circumstance or event which could give rise to any such demand or ac on contemplated by 3.1 to 3.4 at any me.
4. Repor ng of circumstances
The Insured may, during the period of insurance, no fy the Company of any circumstance reasonably expected to give rise to a claim. The no ce must include the reasons for an cipa ng that claim and full par culars as to dates, acts and persons involved. Any claim arising out of such reported circumstances, if accepted by the Company, will then be deemed to have been made during the period of insurance.
5. Defence and se lement
Any person making no ca on or indemni ed hereunder must, at their own cost, render all reasonable assistance to and cooperate with the Company. Any such person will, in the event of any claim, take all reasonable steps to mi gate loss. Except as otherwise provided in this Condi on, the Insured will have the right and duty to defend and contest any claim made against it. The Company will be en tled to par cipate fully in the defence and nego a on of any se lement that involves or appears likely to involve the Company. The Company will also be en tled, if it so elects, to take over and conduct in the name of the Insured the defence or se lement of any claim or to prosecute in the name of the Insured for the Company's own bene t any claim for indemnity or damages or otherwise. The Company will have full discre on in the conduct of any such proceedings and in the se lement of any such claim.
The Company may at any me pay to the Insured in connec on with any claim, or series of claims, the Limit of Indemnity a er deduc on of any sum or sums already paid, or any lesser amount for which the claim or claims can reasonably be se led. Upon such payment being made, the Company will relinquish the control and conduct of such claim or claims and be under no further liability in connec on therewith.
6. Admission of liability
The Insured will not admit or assume any liability, enter into any se lement agreement, or consent to any judgment without the prior wri en consent of the Company. Only judgments resul ng from claims defended in accordance with this Sec on of the policy will be recoverable as a loss under this Sec on. If the Insured is in breach of this Condi on, this Sec on of the Policy will a ord no cover in connec on with that claim.
Page | 104 Hollard Business Policy – Branch – Version 1 2018