5-2 承保範圍及不保事項 - ACE Group

y the Outside Entity or Not-for-Profit Entity.(iv) Cover under sub-paragraph 7.5(i) or 7.5(ii) above shall be specifically excess of any valid andcollectible directors and officers liability insurance in force in respect of the Outside Entity orNot-for-Profit Entity and its Directors and Officers or such nature person. If such insurance isprovided by the Insurer or any member of the ACE group of companies (or would be providedexcept for the application of the retention amount or the exhaustion of the Limit of Liability), thenthe total aggregate Limit of Liability for all Loss covered by virtue of this extension shall bereduced by the amount paid for the benefit of the Outside Entity or Not-for-Profit Entity and itsDirectors and Officers or such nature person under the other ACE insurance provided to theOutside Entity or Not-for-Profit Entity.(v) If during the Policy Period a Director or Officer of the Company or such nature person coveredby this Extension ceases to hold his or her position in an Outside Entity or Not-for-Profit Entity(or holds such position other than at the specific request of the Company), cover under this policyshall continue to apply (subject to the other terms and conditions) to such person for WrongfulActs committed whilst such person held his or her position in such Outside Entity orNot-for-Profit Entity.In all other respects this policy remains unaltered.ACE elite III Preferred Directors & Officers Liability Insurance PolicyE189 Claims and Investigations Reporting ProcedureBy 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):In the event of one or more Claim made or Investigation commenced against any Insured and/orSubsidiary and/or any Director or Officer of Outside Entity or Not-for-Profit Entity, the first namedcompany shown in Item 1 of the Schedule shall act as a representative with respect to any relevant actionof such Claim or Investigation conducted, including but not limited to giving and receiving of notice to theInsurer, negotiation of settlement and acceptance of payment.In all other respects this policy remains unaltered.ACE elite III Preferred Directors & Officers Liability Insurance PolicyE190 Panel Counsel EndorsementThe Insured shall, with prior written consent of the Insurer, select a Panel Counsel Firm to conduct thedefence of an Applicable Claim made against the Insured. The duty of a selected Panel Counsel Firmshall only be to defend the Applicable Claim but not represent the Insured for the coverage issues or anyother matters.The Insured shall select a Panel Counsel Firm from the jurisdiction in which the Applicable Claim isbrought. In the event an Applicable Claim is brought in a jurisdiction not listed in this Endorsement, theInsured may select a non Panel Counsel Firm from the jurisdiction in which the Applicable Claim isbrought with the prior written consent of the Insurer.The Insurer will accept as reasonable and necessary the retention of different Panel Counsel Firm fromother Insured defendants to the extent required by a material conflict of interest.Definition section is amended to include the following definitions:Applicable Claim means:(i) any Claim brought within the Republic of China, Hong Kong, the People’s Republic of China,Korea, Japan, UK or Europe; or(ii) any Securities Claim or any Claim relating to the purchase of Securities brought within theUnited States of America or its territories; or(iii)any Claim relating to an Employment Related Wrongful Act brought within the United States ofAmerica or its territories.ACE elite III Preferred Directors & Officers Liability Insurance PolicyE191 Amendment of Subsidiaries ExtensionExtension 7.1 Subsidiaries (ii) is hereby deleted and replaced by the following:7.1 Subsidiaries(i) If during the Policy Period the Company acquires or creates a Subsidiary that:(a) increases the Company’s total assets by no greater than the Acquisition Limit referred to inItem 6 of the Schedule;then cover shall extend to the Insured of that Subsidiary for Wrongful Acts occurring on or afterthe effective date of such acquisition or creation, without notice to the Insurer or additionalpremium being payable.301