Extra-Contractual Liability Clause Samples

Extra-Contractual Liability. In no event shall Generali USA have any liability for any, punitive, exemplary, extra-contractual or similar damages, fines or penalties which are assessed against the Ceding Company as a result of acts, omissions or course of conduct committed by the Ceding Company. The parties recognize that circumstances may arise in which Generali USA's conduct would require, based upon equitable principles of law, Generali USA to share proportionately in punitive and compensatory damages awarded, to the extent permitted by law. The parties agree that for this to occur, Generali USA must have been a direct, active, decision making participant in the conduct that gives rise to the extracontractual liability and that the intervention is to such an extent that it equitably should be considered when extracontractual liabilities are apportioned. 1. For purposes of this section, the following are examples of where Generali USA's conduct will give rise to such a responsibility: a) it has actively taken control of the litigation and is directing the Ceding Company's action; b) it is attempting to compel acceptance of its direction by a specific written threat of withholding payment of reinsurance proceeds. 2. The parties agree that the decision to participate in a Contest is not a sufficiently direct, active, decision making role so as to give rise to extracontractual damages nor is the provision of advice concerning a claim that was solicited by the Ceding Company.