Page 106 - Hollard Business Branch Policy Wording

Directors' and O cers' Liability (Claims-made Basis)
7. Alloca on 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 obliga on under this Sec on of the Policy to pay defence costs incurred by judgments against or se lements entered into by the Insured arising out of a claim made against the Insured, nor does the Company have any obliga on to provide an indemnity arising out of any legal liability that the Insured may have to a claimant;
PROVIDED THAT: with respect to:
7.1 Defence Costs jointly incurred by;
7.2 any joint se lement entered into by; and/or
7.3 any judgment of joint and several liability against the Insured and any director;
in connec on with any claim, the Insured and any director and the Company hereby agree to use their respec ve best e orts to determine a fair and proper alloca on of liability and the amounts as between the Company, any such director and the Insured, taking into account the rela ve legal and nancial exposures, and the rela ve bene ts obtained by the Insured and any such director.
In the event that any claim involves both covered ma ers, and ma ers or persons not covered under this Sec on, a fair and proper alloca on of any defence costs, judgments and/or se lements will be made between the Insured, the director and the Company taking into account the rela ve legal and nancial exposures a ributable to covered ma ers and ma ers or people not covered under this Sec on of the Policy.
8. No cover to apply/changes in risk
Cover for any claim will apply only for wrongful acts commi ed whilst the director serves in that capacity for the Insured.
The Company will not be liable to provide any indemnity in connec on with any claim arising out of, based upon or a ributable to a wrongful act commi ed a er the occurrence of a transac on.
9. Other Insurance
This Sec on of the policy will not be drawn into contribu on with any other indemnity insurance except in respect of any excess beyond the amount payable under such other insurance.
10. Subroga on
If an indemnity is granted under this Sec on of the Policy by the Company, the Company will be subrogated to all rights of recovery of the Insured whether or not payment has in fact been made and whether or not the Insured has been fully compensated for its actual loss or liability. The Company will be en tled to pursue and enforce such rights in the name of the Insured, who will provide the Company with all reasonable assistance and co-opera on in doing so, including the execu on of any necessary instruments and papers. The Insured will do nothing to prejudice these rights. Any amount recovered in excess of the Company's total payment will be restored to the Insured less the cost to the Insured of such recovery.
11. Fraud
If any ma er reported under this Sec on of the Policy is in any respect fraudulent, or if fraudulent means or devices are used by the Insured or anyone ac ng on their behalf or with their knowledge or consent to obtain any bene t under this Sec on, or if any event is occasioned by the wilful act or with the connivance of the Insured, the bene t a orded under this Sec on in respect of any such claim will be forfeited.
12. Signatory to proposal form
Any misrepresenta on or non-disclosure due to the dishonesty of any signatory to the proposal form provided, commi ed by that signatory whilst ac ng as a director prior to the signing of such proposal form, will not be imputed on any other director.
Hollard Business Policy – Branch – Version 1 2018 Page | 105