Common use of Retentions Clause in Contracts

Retentions. 1. Retentions set forth in the respective Management Liability Coverage Part Declarations or the Professional Liability Coverage Part Declarations shall apply under each Coverage Part as set forth in such Declarations. The Insurer shall pay Loss in excess of any retention as it becomes due and payable to the Insureds. 2. Subject to paragraph 3. below, the Insurer’s obligation to pay Loss is in excess of any applicable retentions. The Insurer will have no obligation to pay all or any portion of any applicable retention. Should the Insurer, in its sole discretion, pay any retention, then the Named Insured shall have the obligation to reimburse the Insurer for such amounts. 3. Solely with respect to the Directors & Officers Liability Coverage Part and the Fiduciary Liability Coverage Part, no retention applies to any Insured Person with respect to any Claim against such Insured Persons if: a. the Insured Entity and/or any Plan are not permitted to advance Defense Costs or to indemnify such Insured Person for Loss by reason of: i. Financial Insolvency; or ii. a good faith determination by the Insured Entity and/or any Plan that such payment is not permitted under the broadest construction of applicable law; or, b. there is a determination of No Liability of such Insured Person with respect to such Claim, or if such Claim is dismissed, or, there is a stipulation to dismiss such Claim, with prejudice and without the payment of any consideration. 4. Subject to Section XI. Coordination Among Coverage Parts, if a Single Loss is covered under more than one Coverage Part and if more than one retention applies to such Single Loss, the maximum total retention amount applicable to such Single Loss shall be the highest of such applicable retentions.