5-2 承保範圍及不保事項 - ACE Group

The Definition 2.32 of Subsidiary is hereby deleted in its entirety and replaced by the following:Subsidiary means any(i) Sister Company or(ii) any entity that the company shown in Item 1 of the Schedule directly or indirectly:a) controls through holding a majority (greater than 50%) of the voting rights; orb) controls through the right to appoint or remove a majority (greater than 50%) of its board ofdirectors; orc) controls alone, pursuant to a written agreement with other shareholders, a majority (greater than50%) of the voting rights therein; ord) holds more than half of the issued share capital.(xxv)Subsidiary also means any joint venture or entity over which the company in Item 1 of the Scheduledirectly or indirectly exercises effective management control.The term Sister Company means:(i) any entity in which the Parent Company controls through holding a majority (greater than 50%) of thevoting rights; or(ii) any entity in which the Parent Company controls the right to appoint or remove a majority (greaterthan 50%) of its board of directors; or(iii) any entity in which the Parent Company holds more than half of the issued share capital; or(iv) any entity in which the Parent Company controls alone, pursuant to a written agreement with other(v)shareholders, a majority (greater than 50%) of the voting rights therein; orany joint venture or entity over which the Parent Company directly or indirectly exercises effectivemanagement control,but only if such entity is domiciled in the country of incorporation of the company shown in Item 1 of theSchedule.The term Parent Company shall mean XXXXX.In all other respects this Policy remains unaltered.ACE elite III Directors & Officers Liability Insurance PolicyE059A USA ExclusionBy 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):The Insurer shall not be liable to make any payment for Loss directly or indirectly based on, arising fromor attributable to legal action or litigation brought in a court of law constituted in the United States ofAmerica, or any Claim or Investigation arising out of the activities of the Company in the United States ofAmerica.In all other respects this policy remains unaltered.ACE elite Directors & Officers Excess Liability Insurance PolicyE071 Policy Period ExtensionBy 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 consideration of the payment of an additional premium of $[insert amount], Item (2) of the Schedule isamended to read as follows:‘Policy Period:From: [insert inception date of the original policy period]To: [insert expiry date of the extension period]Both days inclusive, standard time at the Principal Address shown in Item 1 above.’The Insurer’s maximum aggregate liability for all loss, as stated in Item (4) of the Schedule, shall remain344