5-2 承保範圍及不保事項 - ACE Group

legally 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.The Insurer shall not be liable to make any payment under this policy: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 thelaw; or(ii) any personal profit or advantage gained by an Insured to which such Insured was notlegally entitled;provided that:(d) this Exclusion shall only apply if it is established through a final judgement or adjudicationor any admission by such Insured that the relevant conduct occurred; and(e) for the purposes of this Exclusion the Wrongful Act of an Insured shall not be imputed to(f)any other Insured; andExclusion 3.1 (i) above shall not apply to Defence Costs or Legal RepresentationExpenses covered under Extension 7.6.3.2 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 based on, arising from or attributable to any Claim brought or maintained by or on behalf of theCompany or Outside Entity in the United States of America or its territories, except:(i)a Claim against any Insured:(a) for contribution or indemnity if such Claim directly results from another Claim thatwould otherwise be covered under this policy; or(b) any shareholder derivative action brought or maintained on behalf of the Company orOutside Entity without the solicitation or participation of an Insured, Company orOutside Entity unless legally compelled to do so; or(c) brought or maintained by a liquidator, receiver or administrative receiver, or similarperson under the law of any other jurisdiction; or(d) alleging an Employment Related Wrongful Act; or(ii) Defence Costs.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 this Exclusion shall not apply:(c) in respect of emotional distress and/or injury to feelings resulting from an EmploymentRelated Wrongful Act; and(d) to Extension 7.6; and(e) to defamation.3.8 based on, arising from or attributable to, in consequence of or in any way involving directly orindirectly Pollution, provided that this exclusion shall not apply to:(i) Defence Costs or Legal Representation Expenses for a Claim or Investigation basedon or arising from or attributable to Pollution up to the sub-limit shown at Item 11 of theSchedule which shall apply in the aggregate for the Policy Period; or(ii)any Claim against an Insured instigated by a shareholder or group of shareholders of the294