Page 172 - Brook-Hollow Due Diligence Package

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insurer’s prior written consent and paid by the insured to correct or reinstate public records. 3.72 Trade secret
3.65 Stolen identity loss the information, including a formula, compilation, pattern, program, device, method, process or
any civil or criminal defence costs, investigative specialist fees, reputation recovery expenses technique that derives independent economic value, actual or potential, from not being generally
and/or stolen identity expenses. known and not readily ascertainable through proper means by another person who can obtain
3.66 Subsidiary economic advantage from its disclosure or use.
any entity in which the policyholder either directly, or indirectly through one or more of its 3.73 Trading
subsidiaries: the trading or other dealing in securities, commodities, futures, options, foreign or Federal funds,
(i) controls the composition of the board of directors; currencies, foreign exchange and the like.
(ii) controls more than half of the voting power; or 3.74 Transaction
(iii) holds more than half of the issued share capital. any one of the following events:
(i) the policyholder consolidates with or merges into or sells all or a majority of its assets to any
An entity ceases to be a subsidiary when none of the foregoing conditions applies. other person or entity or group of persons and/or entities acting in concert; or
Cover for any subsidiary shall only apply in respect of loss discovered for any act, omission or
event committed during the policy period and after the date of a subsidiary acquisition and whilst (ii) any person or entity, whether individually or together with any other person or persons, entity
such entity is a subsidiary of the policyholder. However, upon written request by the policyholder, or entities becomes entitled to exercise more than 50% of the rights to vote at general
the insurer shall consider, after assessment and evaluation of the increased exposure, granting meetings of the policyholder or control the appointment of directors who are able to exercise
cover for any act or omission covered hereunder committed prior to the acquisition of the a majority of votes at meetings of the board of directors of the policyholder.
subsidiary by the policyholder. Such cover, if granted, shall be confirmed in writing by the insurer. 3.75 Ultimate net loss
3.67 System access codes the actual net loss to the insured after making proper deduction for all recoveries, including
the access authorisation codes and barrier codes which are used to obtain access to the telephone payments against principal, interest and commissions and salvages, but excluding all expenses for
system in order to perform security functions, system administration and maintenance functions salaried employees incurred in the investigation or adjustment of claims, actions or proceedings,
unless specifically agreed by the insurer.
and are changed at least once every 30 days.
3.76 Uncertified security
3.68 Telephone system a share, participation or other interest in property, or an enterprise of the issuer or an obligation of
the issuer which:
a private branch exchange, voice mail processor, automated callback attendant or a computer (i) is a type commonly dealt in upon securities exchanges or markets;
system with a similar capacity, which is:
(iv) owned by or leased to the insured; (ii) is either one of a class or series or by its terms is divisible into a class or series of shares,
participations, interests or obligations; and
(v) used for the direction or routing of telephone calls in a voice communication network; and (iii) (a) is not represented by any instrument;
(vi) protected by a feature to automatically terminate a caller’s access to a telephone system (b) is part of a master or global certificate; or
following a maximum of three unsuccessful attempts to input a system access code.
3.69 Telephone toll fraud (c) represents a paper certificate that has been surrendered by a financial organisation
and which paper certificate has been combined into a master depository note and the
the unauthorised deliberate accessing by electronic communication or device of a telephone paper certificates are immobilised;
system resulting in the insured being legally liable to its telephone service courier or supplier. and such security is shown as an electronic entry on the account of the transferor, pledgor or
3.70 Terrorism pledgee at a central depository.
the use or threatened use of force or violence against person or property, or commission of an act 3.77 Voice initiated instructions
dangerous to human life or property, or commission of an act that interferes with or disrupts an
electronic or communication system, undertaken by any person or group of persons, whether or any telephone instruction requesting the transfer of funds or property which is tested or which is
not acting on behalf of or in connection with any organisation, government, power, authority or subject to a call back to an authorised person other than the individual initiating the transfer.
military force, when the effect is to intimidate or coerce or harm a government, the civilian 3.78 War
population or any segment thereof, or to disrupt any segment of the economy. war, any invasion, act of foreign enemy, hostile operations (whether war has been declared or not),
Terrorism shall also include any act which is verified or recognised by the United Kingdom civil war, rebellion, revolution, insurrection, riot or civil commotion assuming the proportion of or
Government as an act of terrorism. amounting to a popular uprising, military or usurped power or martial law.
3.71 Tested
a method of authenticating the contents of a communication between the insured and a customer 3.79 Wrongful act
or a financial organisation, or between offices of the insured, for the purpose of protecting the (i) any dishonest act;
integrity of the communication. (ii) any fraudulent act; or
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Besso Limited. A Subsidiary Of Besso Insurance Group Limited Besso Limited. A Subsidiary Of Besso Insurance Group Limited
8 -11 Crescent, London EC3N 2LY 8 -11 Crescent, London EC3N 2LY
Authorised and regulated by the Financial Conduct Authority, FCA Firm Reference No. 309159 Authorised and regulated by the Financial Conduct Authority, FCA Firm Reference No. 309159
Registered in England Number 00910680 Registered in England Number 00910680
www.besso.co.uk www.besso.co.uk