5-2 承保範圍及不保事項 - ACE Group

similar person under the laws of any other jurisdiction; or(vi) Defence Costs; or(vii) any Claim made by a past Director, Officer or employee of the Company; or(viii) any Claim made by a Director, Officer or employee in their capacity as member orbeneficiary of any pension, retirement or provident benefit fund established for the benefit ofany Insured or employee of the Company.3.5 based on, arising from or attributable to any actual or alleged breach of an Insured’sresponsibilities or obligations as imposed in the United States of America by the EmployeeRetirement Income Security Act 1974 as from time to time amended.3.6 based on, arising from or attributable to the actual or intended private placement or public offeringof any Securities during the Policy Period; provided that this Exclusion shall not apply where thetotal value of such placement or offering is equal to or lower than the amount shown at Item 7 ofthe Schedule.3.7 for:(i) bodily injury, mental illness, emotional distress, injury to feelings, sickness, disease ordeath of any person; or(ii) damage to or destruction of any tangible property including loss of use of such property;provided that:(a) neither Exclusion 3.7 (i) nor 3.7 (ii) shall apply in respect of emotional distress and/orinjury to feelings resulting from an Employment Related Wrongful Act; and(b) Exclusion 3.7 (i) shall not apply to Defence Costs or Legal RepresentationExpenses relating to any Claim or criminal investigation for any type of NegligentHomicide in Performance of Duties.3.8 based on, arising from, attributable to, in consequence of or in any way involving directly orindirectly Pollution, provided that this exclusion shall not apply to:(i) Defence Costs for a Claim based on or arising from or attributable to Pollution up to thesub-limit shown at Item 11 of the Schedule which shall apply in the aggregate for thePolicy Period (such limit shall be part of and not in addition to the Limit of Liability shown in(ii)Item 3 of the Schedule); orany Claim against an Insured instigated by a shareholder or group of shareholders of theCompany directly or in the name of the Company without the solicitation, voluntaryassistance or participation of any Insured.3.9 brought against an Insured by an Outside Entity or Not-for-Profit Entity or by any director,officer, trustee, governor or equivalent in any such Outside Entity or Not-for-Profit Entity or anyshareholder of the Outside Entity holding more than 20% of the issued and outstanding votingshare capital of the Outside Entity. With respect to Claim made by the Insured, this Exclusionshall not apply to:(i)(ii)(iii)(iv)a Claim alleging an Employment Related Wrongful Act; orany shareholder derivative action brought or maintained on behalf of the Outside Entitywithout the solicitation or participation of any Insured or any director, officer, trustee,governor or equivalent of the Outside Entity; ora Claim for contribution or indemnity, if the Claim directly results from another Claimotherwise covered under this policy; orany Claim brought or maintained by a liquidator, receiver or administrative receiverderivatively on behalf of the Outside Entity without the solicitation or participation of anyInsured or any director, officer, trustee or governor or equivalent of the Outside Entity; or(v) Defence Costs.3.10 against a Shadow Director made in the name of or on behalf of:(i) any Shadow Directorship Company, or any person who is now or shall be a director orofficer of the Shadow Directorship Company; and/or(ii) any parent, holding, controlling, subsidiary, affiliate or associated company orrepresentative of the Shadow Directorship Company.For the purposes of this Exclusion Shadow Directorship Company means any company inrespect of which any Insured is a Shadow Director.ACE elite III Directors & Officers Liability Insurance PolicyE014 Co-Insurer ClauseBy way of endorsement to the policy, the parties agree as follows (subject otherwise to all other terms,conditions, limits of liability and exclusions of the policy):249