Common use of INSURING CLAUSES Clause in Contracts

INSURING CLAUSES. A. Coverage Provider shall pay on behalf of the Insured Persons: 1. Loss resulting from any Claim first made against the Insured Persons during the Coverage Guidelines Period for a Wrongful Act; or 2. Loss resulting from any Investigation of the Insured Persons first commenced during the Coverage Guidelines Period; or 3. Inquiry Costs resulting from any Inquiry first received by the Insured Persons during the Coverage Guidelines Period. B. Coverage Provider shall pay on behalf of the Company: 1. Loss which the Company, the Sponsor, or in the event the Company no longer exists as a viable entity, its Successor is required or permitted or has agreed to pay as indemnification to any of the Insured Persons resulting from any Claim first made against the Insured Persons during the Coverage Guidelines Period for a Wrongful Act; or 2. Loss which the Company, the Sponsor, or in the event the Company no longer exists as a viable entity, its Successor is required or permitted or has agreed to pay as indemnification to any of the Insured Persons resulting from any Investigation of the Insured Persons first commenced during the Coverage Guidelines Period; or 3. Inquiry Costs which the Company, the Sponsor, or in the event the Company no longer exists as a viable entity, its Successor is required or permitted or has agreed to pay as indemnification to any of the Insured Persons resulting from any Inquiry first received by the Insured Persons during the Coverage Guidelines Period. C. Coverage Provider shall pay on behalf of the Company: 1. Loss resulting from any Securities Claim, other than a Derivative Suit, first made against the Company during the Coverage Guidelines Period for a Wrongful Act; or 2. Costs, Charges and Expenses incurred by the Company in seeking the dismissal of any Derivative Suit first made during the Coverage Guidelines Period, but only to the extent: (a) the Company is named as a nominal defendant in such Derivative Suit; and (b) the Insured Persons are named and continuously maintained in such Derivative Suit for a Wrongful Act; or 3. plaintiff attorney fees and expenses awarded or approved by the court in a Derivative Suit first made during the Coverage Guidelines Period. D. Coverage Provider shall pay on behalf of the Company: 1. all Security Holder Demand Investigatory Costs resulting from any Security Holder Demand first made during the Coverage Guidelines Period for a Wrongful Act; or 2. all Books and Records Costs resulting from any Books and Records Demand first received by the Company during the Coverage Guidelines Period.

INSURING CLAUSES. A. Coverage Provider shall pay 2.1 Cover for YOU a) WRONGFUL ACT; or b) EMPLOYMENT PRACTICE BREACH; or c) TRUSTEE BREACH for which the ASSOCIATION is not permitted or required to indemnify the INSURED PERSON. 2.2 Cover for the ASSOCIATION a) Professional Indemnity - on behalf of the Insured Persons: 1. Loss resulting from INSURED on account of any Claim CLAIM first made against the Insured Persons INSURED and reported to US during the Coverage Guidelines Period for a Wrongful Act; or 2. Loss INSURANCE PERIOD in respect of any civil liability resulting from any Investigation a WRONGFUL ACT by the INSURED in the conduct of the Insured Persons first commenced during the Coverage Guidelines Period; or 3. Inquiry Costs resulting from any Inquiry first received by the Insured Persons during the Coverage Guidelines PeriodPROFESSIONAL BUSINESS. B. Coverage Provider shall pay b) ASSOCIATION Reimbursement - on behalf of the Company: 1. Loss ASSOCIATION on account of any CLAIM first made against any INSURED PERSON and reported to US during the INSURANCE PERIOD in respect of a WRONGFUL ACT by the INSURED PERSON for which the Company, the Sponsor, or in the event the Company no longer exists as a viable entity, its Successor ASSOCIATION is required or permitted or has agreed required to pay as indemnification to any indemnify the INSURED PERSON; c) ASSOCIATION Liability - on behalf of the Insured Persons resulting from ASSOCIATION on account of any Claim CLAIM first made against the Insured Persons ASSOCIATION and reported to US during the Coverage Guidelines Period INSURANCE PERIOD for a Wrongful Act; or 2WRONGFUL ACT by the ASSOCIATION The total amount payable by US under this Insuring Clause 2.2 (c) for all such LOSS in the INSURANCE PERIOD including DEFENCE COSTS shall not exceed the Sub-Limit specified in Item 4 in the Schedule. Loss which the CompanyThis Sub-Limit forms part of, and is not payable in addition to, the Sponsor, or in the event the Company no longer exists as a viable entity, its Successor is required or permitted or has agreed to pay as indemnification to any of the Insured Persons resulting from any Investigation of the Insured Persons first commenced during the Coverage Guidelines Period; orINDEMNITY LIMIT; 3. Inquiry Costs which the Company, the Sponsor, or in the event the Company no longer exists as a viable entity, its Successor is required or permitted or has agreed to pay as indemnification to any of the Insured Persons resulting from any Inquiry first received by the Insured Persons during the Coverage Guidelines Period. C. Coverage Provider shall pay d) Employment Practices - on behalf of the Company: 1. Loss resulting from ASSOCIATION on account of any Securities Claim, other than a Derivative Suit, CLAIM first made against the Company ASSOCIATION and reported to US during the Coverage Guidelines Period INSURANCE PERIOD for a Wrongful Act; oran EMPLOYMENT PRACTICE BREACH; 2. Costs, Charges and Expenses incurred by the Company in seeking the dismissal of any Derivative Suit first made during the Coverage Guidelines Period, but only to the extent: (ae) the Company is named as a nominal defendant in such Derivative Suit; and (b) the Insured Persons are named and continuously maintained in such Derivative Suit for a Wrongful Act; or 3. plaintiff attorney fees and expenses awarded or approved by the court in a Derivative Suit first made during the Coverage Guidelines Period. D. Coverage Provider shall pay Trustee - on behalf of the Company: 1. all Security Holder Demand Investigatory Costs resulting from ASSOCIATION on account of any Security Holder Demand CLAIM first made against the ASSOCIATION and reported to US during the Coverage Guidelines Period INSURANCE PERIOD for a Wrongful Act; or 2. all Books and Records Costs resulting from any Books and Records Demand first received TRUSTEE BREACH by the Company ASSOCIATION; f) Crime - sustained by the ASSOCIATION, in excess of the DEDUCTIBLE, which is first DISCOVERED during the Coverage Guidelines PeriodINSURANCE PERIOD and caused by DISHONEST ACTS. The total amount payable by US under this Insuring Clause 2.2 (f) for all such LOSS DISCOVERED in the INSURANCE PERIOD shall not exceed the Sub-Limit shown in Item 4 of the Schedule. This Sub-Limit forms part of, and is not payable in addition to, the INDEMNITY LIMIT.