Page 119 - Hollard Business Policy - Binder

Directors' and Officers' Liability (Claims-made Basis)
4. Reporting of circumstances
The Insured may, during the period of insurance, notify the Company of any circumstance reasonably expected to give rise to a claim. The notice must include the reasons for anticipating that claim and full particulars 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 settlement
Any person making notification or indemnified 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 mitigate loss. Except as otherwise provided in this Condition, the Insured will have the right and duty to defend and contest any claim made against it. The Company will be entitled to participate fully in the defence and negotiation of any settlement that involves or appears likely to involve the Company. The Company will also be entitled, if it so elects, to take over and conduct in the name of the Insured the defence or settlement of any claim or to prosecute in the name of the Insured for the Company's own benefit any claim for indemnity or damages or otherwise. The Company will have full discretion in the conduct of any such proceedings and in the settlement of any such claim.
The Company may at any time pay to the Insured in connection with any claim, or series of claims, the Limit of Indemnity after deduction of any sum or sums already paid, or any lesser amount for which the claim or claims can reasonably be settled. 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 connection therewith.
6. 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.
7. 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.
8. No cover to apply/changes in risk
Cover for any claim will apply only for wrongful acts committed whilst the director serves in that capacity for the Insured.
The Company will not be liable to provide any indemnity in connection with any claim arising out of, based upon or attributable to a wrongful act committed after the occurrence of a transaction.
Hollard Business Policy – Binder – Version 8 2024 Page | 117