Changes in Exposure Sample Clauses
The "Changes in Exposure" clause defines how adjustments to the level or type of risk covered under an agreement are managed. Typically, this clause outlines the procedures for notifying the other party when there is a significant change in exposure, such as an increase in insured assets or a shift in business operations that affects risk. It may require parties to update terms, premiums, or coverage limits accordingly. The core function of this clause is to ensure that both parties remain adequately protected and that the agreement reflects current risk levels, thereby preventing disputes and maintaining fairness in the contractual relationship.
Changes in Exposure. If an Educational Institution (i) acquires any entity by merger into or consolidation with the Educational Institution; or (ii) acquires securities or voting rights in another entity or creates another entity, which as a result of such acquisition or creation becomes a Subsidiary, such entity and its Insured Persons shall be Insureds under this policy but only with respect to Wrongful Acts committed, attempted, or allegedly committed or attempted, after such acquisition or creation unless the Company agrees, after presentation of a complete proposal and all appropriate information, to provide coverage by endorsement for Wrongful Acts committed, attempted, or allegedly committed or attempted, by such Insureds prior to such acquisition or creation. The Educational Institution shall give written notice of such acquisition or creation to the Company as soon as practicable together with such information as the Company may require, and shall pay any reasonable additional premium required by the Company. In the event an entity ceases to be a Subsidiary before or after the inception date of this policy, coverage with respect to such Subsidiary and its Insured Persons shall continue until termination of this policy but only with respect to Claims for Wrongful Acts committed, attempted, or allegedly committed or attempted, prior to the date such entity ceased to be a Subsidiary.
Changes in Exposure. (1) If, during the Policy Period, any of the following transactions or events (each a “Change in Control”) occurs with respect to the Named Corporation:
(a) the Named Corporation merges into or consolidates with another entity such that the
(b) another entity, person or group of entities and/or persons acting in concert acquires securities or voting rights which result in ownership or voting control by the other entity(ies) or person(s) of more than 50% of the outstanding securities representing the present right to vote for election of the Named Corporation’s directors (or the legal equivalent thereof), then the premium for this Policy will be fully earned and coverage will continue until the end of the Policy Period, but only with respect to Wrongful Acts committed or allegedly committed, and Cyber Events that first occurred, before the effective time of such Change in Control. Coverage shall cease with respect to any Wrongful Act committed or allegedly committed, and any Cyber Event first occurring, after the effective time of such Change in Control.
(2) If, during the Policy Period, an entity ceases to be a Subsidiary (a “Change in Control”), then coverage as to such entity will continue until the end of the Policy Period, but only with respect to Wrongful Acts committed or allegedly committed, and Cyber Events that first occurred, before the effective time of such Change in Control. Coverage as to such Subsidiary shall cease with respect to any Wrongful Act committed or allegedly committed, and any Cyber Event first occurring, after the effective time of such Change in Control.
(3) If, during the Policy Period, the Company creates or acquires an entity as described in Subsection (2) of DEFINITION (EE) (a “New Entity”) and at the effective time of such transaction, the New Entity’s assets and/or liabilities exceed 10% of the total assets and/or liabilities of the Company as reflected in the Company’s most recent audited consolidated financial statements, then the New Entity will be deemed a Subsidiary under this Policy for a period of 60 days following the effective time of such transaction, but only with respect to Wrongful Acts committed or allegedly committed, and Cyber Events first occurring, after the effective time of such transaction. The New Entity will not be deemed a Subsidiary beyond such 60-day period and coverage shall cease unless the Insurer has received written notice containing full details of such transaction and has agreed to provide...
Changes in Exposure. (A) This section shall supplement, and not replace, Common Terms and Conditions Section
Changes in Exposure. A. Acquisition or Creation of Another Organization
1. acquires securities or voting rights in another organization or creates another organization, which as a result of such acquisition or creation becomes a Subsidiary; or
2. acquires any organization by merger into or consolidation with itself such that the Organization is the holding company, then such other organization and the Insured Persons in relation thereto shall be Insured’s under this policy but only with respect to Wrongful Acts occurring after, or Loss or Expense first incurred, after such acquisition or creation. With respect to Insuring Clauses A through E, coverage applies to such other organization and the Insured Persons in relation thereto only for Expense where all of the circumstances, conditions or acts causing or contributing to such Expense occur on or after the date of such acquisition or creation. However, if such acquired or created organization:
(a) has annual revenues equal to or less than twenty five per cent (25%) of the annual revenues of the Organization as reflected in the most recent audited, consolidated financial statements of the Organization and, in the case of such acquisition, the acquired organization; or
(b) is located, incorporated, domiciled or operates in, or has securities listed on any exchange in, the U.S.A; then the Principal Organization shall give written notice of such acquisition or creation and full details of the acquisition or merger when it next applies for renewal of this policy. Upon renewal, the Company may impose additional or different terms and conditions of coverage and require payment of additional premium. If, at the time of an acquisition or merger described above, the annual revenues of the other organization exceed twenty five percent (25%) of the annual revenues of the Principal Organization, as reflected in the most recent audited, consolidated financial statements of the Principal Organization and, in the case of such acquisition, the acquired organization, the Principal Organization shall give The Principal Organization shall give written notice of any Event to the Company as soon as practicable, but in no event later than sixty (60) days, after the date of such Event, together with such other information as the Company may require. The entire premium for this Policy will be deemed fully earned as of the date of such Event
Changes in Exposure. (A) This Section shall supplement, and not replace, Common Terms and Conditions Section XIV. Changes in Exposure.
(B) The provisions of Common Terms and Conditions Section XIV. Changes in Exposure (A), Acquisitions or Created Subsidiaries, and (B), Mergers, shall also apply to any employee benefit plan of any newly merged, created or acquired entity and to any trustee of such plan to the extent that such plan and trustee would otherwise qualify as Insureds under this Policy. No coverage shall be available for any Wrongful Act of such Insureds occurring before the merger, creation or acquisition of the entity or for any Interrelated Wrongful Acts thereto.
(C) The provisions of Common Terms and Conditions Section XIV. Changes in Exposure (D) Loss of Subsidiary Status shall also apply to any Insured Plan of a former Subsidiary and any trustee of such plan. No coverage shall be available for any Wrongful Act of such Insureds occurring after an entity ceases to be a Subsidiary.
Changes in Exposure. (A) Acquisition of Another Organization
(1) If before or during the Policy Period an Organization acquires voting rights in another entity such that the acquired entity becomes a Subsidiary,
(2) then coverage shall be provided for such Subsidiary and its Insureds with respect to any:
(a) Liability Coverage Part, solely for Claims for Wrongful Acts after such acquisition; or
(b) Non-Liability Coverage Part, solely after the effective date of such acquisition subject to the Liability for Prior Losses section of such Non-Liability Coverage Part.
Changes in Exposure. (A) Acquisition of Additional Attorneys If, during the Policy Period, the total number of attorneys in the Firm increases by more than five percent (5%) as the result of the Firm’s merger with or acquisition of any other law firm or any group of attorneys who practices together at another law firm, the Firm must promptly give the Company written notice thereof, and the Company will be entitled to impose such additional coverage terms and charge such additional premium in connection therewith as the Company, in its sole discretion, may require. Subject to the provisions of this paragraph, coverage shall only be provided for such acquired attorneys with respect to Wrongful Acts committed or allegedly committed after the date of such merger or acquisition.
(B) Conversion of Coverage under Certain Circumstances If, during the Policy Period:
(1) all or substantially all of the Firm’s assets are acquired by another organization or person or group of organizations or persons acting in concert;
(2) Financial Impairment occurs; or
(3) the Firm merges or consolidates into or with another entity such that the Firm is not the surviving entity, then coverage provided by this Policy shall continue until termination, but only with respect to Claims for Wrongful Acts committed or allegedly committed prior to such event. The Firm shall give written notice of all events under this Section XIII to the Company as soon as practicable together with such other information as the Company may request. If Financial Impairment occurs, the entire premium for this Policy will be deemed fully earned as of the effective date of such Financial Impairment.
Changes in Exposure. A. If, during the Policy Period, a Plan merges into or consolidates with another trust or plan not included within the term ‘‘Plan’’ such that such Plan is not the surviving entity, written notice thereof must be provided to the Insurer as soon as practicable. Coverage under this Coverage Part will continue in full force and effect with respect to Claims for Wrongful Acts with respect to such Plan committed, attempted or allegedly committed or attempted before such event by any Insured or by any person or entity for whose Wrongful Acts the Insureds are legally responsible, and for the Insureds’ participation in Settlement Programs in respect of any such Plan’s actual or alleged noncompliance with any statute, rule or regulation before such event. However, coverage under this Coverage Part will cease with respect to Claims for Wrongful Acts with respect to such Plan committed, attempted or allegedly committed or attempted after such event by any Insured or by any person or entity for whose Wrongful Acts any Insured is legally responsible and for the Insureds’ participation in Settlement Programs in respect of any such Plan’s actual or alleged noncompliance with any statute, rule or regulation after such event.
B. If, during the Policy Period, the responsibility for the administration of a Plan is fully assumed by another person, entity or group of persons or entities, written notice thereof must be provided to the Insurer as soon as practicable. Coverage under this Coverage Part will continue in full force and effect with respect to Claims for Wrongful Acts with respect to such Plan committed, attempted or allegedly committed or attempted before such event by any natural person Insured prior to such transfer of responsibilities or by any person or entity for whose Wrongful Acts any natural person Insured is legally responsible, and for such natural person Insureds’ participation in Settlement Programs in respect of any such Plan’s actual or alleged noncompliance with any statute, rule or regulation before such event. However, coverage under this Coverage Part will cease with respect to Claims for Wrongful Acts with respect to such Plan committed, attempted or allegedly committed or attempted after such event by any natural person Insured or by any person or entity for whose Wrongful Acts any natural person Insured is legally responsible, and for such natural person Insureds’ participation in Settlement Programs in respect of any such Plan’s actual or allege...
Changes in Exposure. (a) Acquisition or Creation of Another Organisation
(i) acquires securities or voting rights in another Organization or creates another Organization which, as a result of such acquisition or creation, becomes a Subsidiary; or
(ii) acquires any Organization by merger into or consolidation with itself such that the Organization is the holding company, then such Organization and the Insured Persons in relation thereto shall be Insureds under this policy but only with respect to Wrongful Acts occurring after, or Formal Investigations into conduct occurring after, such acquisition or creation. The Company may agree to provide cover, after presentation of a complete Proposal, for Wrongful Acts occurring prior to, and Formal Investigations into conduct occurring prior to, such acquisition or creation and shall have the right to amend the terms of this policy including charging an additional premium. However, if such acquired or created organization: (a) has consolidated total assets that increase the total consolidated assets of the Organization by more than twenty-five per cent (25%) as reflected in the most recent audited, consolidated financial statements of the Organization and, in the case of such acquisition, the acquired organization; or (b) is located, incorporated, domiciled or operates in or has securities listed on an exchange in India and any territory under its jurisdiction, then the Principal Organization shall give written notice of such acquisition or creation to the Company as soon as practicable together with such information as the Company may require. In the event of such acquisition or merger, the Company shall have the right to amend the terms of this policy including charging an additional premium.
Changes in Exposure. 1. If before or during the Policy Period any Insured Trustee or Insured be given the opportunity to effectively associate with, and to be consulted in advance by, the Insured regarding the investigation, defence and settlement of such Claim, including but not limited to selecting appropriate defence Investment Manager acquires any organisation by merger into or consolidation with the Insured Trustee or Insured Investment Manager, then such organisation and its directors, officers and employees shall be an counsel and negotiating any settlement. The Company may make any investigation it deems necessary and may, with the prior written consent of the Organisation, on behalf of the Insured, make any settlement of a Claim it deems expedient.