5-2 承保範圍及不保事項 - ACE Group

This endorsement attaches to and forms part of your Policy, which is amended only as set forth herein. Itis otherwise subject to the terms and conditions of your Policy.ACE elite III Directors & Officers Liability Insurance PolicyInsuring Agreement:A. The Insurer will pay on behalf of the Insured all Loss resulting from a Claim first made during thePolicy Period or Discovery Period (if applicable) against an Insured for a Wrongful Act, exceptfor and to the extent that the Company has indemnified the Insured and is legally required orpermitted to indemnify the Insured under applicable laws.B. The Insurer will pay on behalf of the Company all Loss resulting from a Claim first made duringthe Policy Period or Discovery Period (if applicable) against an Insured for a Wrongful Act, tothe extent that the Company has indemnified such Insured and is legally required or permitted topay the Insured as advancement or indemnity under applicable laws.C. The Insurer will pay on behalf of the Insured all Legal Representation Expenses in respect of anInvestigation, except for and to the extent that the Company has indemnified the Insured and islegally required or permitted to indemnify the Insured under applicable laws.D. The Insurer will pay on behalf of the Company all Legal Representation Expenses in respect ofan Investigation to the extent that the Company has indemnified such Insured and is legallyrequired or permitted to pay the Insured as advancement or indemnity under applicable laws.Exclusions:The Insurer shall not be liable to make any payment for Loss in connection with any Claim orInvestigation:3.1 based on, arising from or attributable to(i) any dishonest or fraudulent act or omission of an Insured or an intentional breach of the(ii)law; orany personal profit or advantage gained by an Insured to which such Insured was notlegally entitled;provided that:(a) this Exclusion shall only apply if it is established through a judgment or any otheradjudication or any admission by such Insured that the relevant conduct occurred; and(b) for the purposes of this exclusion the Wrongful Act of an Insured shall not be imputedto any other Insured; and(c) Exclusion 3.1 (i) above shall not apply to Defence Costs or Legal RepresentationExpenses relating to any Claim or criminal investigation for any type(s) of NegligentHomicide in Performance of Duties.3.2 based on, arising from or attributable to any pending or prior litigation or other proceedings(including but not limited to civil, criminal, regulatory and administrative proceedings or officialinvestigations) involving the Company, an Outside Entity, a Not-for-Profit Entity or an Insuredand issued or otherwise begun before the date shown at Item 5 of the Schedule or alleging orderived from the same or substantially the same facts or circumstances alleged in the pending orprior litigation or proceedings.3.3 based on, arising from or attributable to any fact, circumstance, act, omission, Claim, WrongfulAct or other matter of which notice has been given under any policy existing or expired before oron the inception date of this policy.3.4 brought or maintained by or on behalf of any Insured or the Company, except(i)(ii)(iii)(iv)(v)a Claim outside the United States of America; or(a) by an Insured; or(b) by the Company if, prior to making a Claim, a written opinion has been obtained bythe Company from a Senior Counsel approved by the Insurer, advising that theCompany on the balance of probabilities will obtain a judgment against the Insured inrespect of such Claim;a Claim alleging an Employment Related Wrongful Act; orany shareholder derivative action brought or maintained on behalf of the Company withoutthe solicitation or participation of an Insured or the Company; orany Claim for contribution or indemnity if such Claim directly results from another Claimotherwise covered under this policy; orany Claim brought or maintained by a liquidator, receiver or administrative receiver, or248