Page 108 - Hollard Business Branch Policy Wording

Directors' and O cers' Liability (Claims-made Basis)
PROVIDED THAT:
the foregoing act, error, omissions or basis relates to the employment or prospec ve employment of any past, present, future or prospec ve employee of the Insured.
6. Limit of indemnity
The maximum amount of the Company's liability in respect of any one claim under this Sec on of the Policy, as stated in the Schedule.
Any claim or claims arising out of, based upon or a ributable to:
6.1 the same cause;
6.2 a single wrongful act;
6.3 a series of con nuous, repeated or related wrongful acts;
will be considered a single claim for purposes of this Sec on of the Policy.
7. O cial body
Any regulatory authority or commission, government body or o cial trade body, empowered to inves gate the Insured's a airs and business.
8. Pollutant
Any solid, liquid, gaseous, or thermal irritants, smoke, vapour, soot, fumes, acids, alkalis, chemicals, waste, or other substances or contaminants, bacteria, moulds or other fungi (including but not limited to mildew or mycrotoxins or spores or any other substance or product produced or released by moulds or fungi), which actually or are alleged to adversely a ect land, water, atmosphere, property, buildings, other structures, or people, animals, plants, and all other living organisms, or the general environment.
9. Reckless trading
The carrying on of a business in a reckless manner, with gross negligence, with the intent to defraud any person, for any fraudulent purpose, or trading under insolvent circumstances as set out in the Companies Act.
10. Regulatory inves ga on hearing
Any formal or o cial inves ga on, inquiry or hearing by any o cial body into the a airs and conduct of a director, in the capacity as such, and which inves ga on, inquiry or hearing iden es the director in wri ng as a target, or the subject ma er of such inves ga on, inquiry or hearing, and which requires the director concerned to a end the inves ga on, inquiry or hearing.
11. Subsidiary
Any company which the Insured or a subsidiary controls through:
11.1 holding a majority of vo ng rights;
11.2 the right to appoint or remove a majority of its board of directors;
11.3 controlling alone, or pursuant to a wri en agreement with other shareholders or members, a majority of the vo ng rights therein.
In respect of any subsidiary, cover provided by this Sec on of the Policy for any wrongful act will cease as of the e ec ve date of the sale or dissolu on of that subsidiary.
12. Transac on
Any one or a combina on of the following events:
12.1 the Insured consolidates with or merge into, or sell all or a greater part of the Insured's assets or undertaking to, any other person or en ty or group of persons or en es ac ng in concert;
Hollard Business Policy – Branch – Version 1 2018 Page | 107