Common use of Newly Acquired Subsidiaries Clause in Contracts

Newly Acquired Subsidiaries. During the Policy Period, if the Named Insured or any Subsidiary acquires another entity whose annual revenues are more than ten percent (10%) of the Named Insured’s total annual revenues for the four quarterly periods directly preceding inception of the Policy Period, such acquired entity shall not be a Subsidiary, and no Insured shall have coverage under this Policy for any Claim or 1. by or on behalf of the acquired entity or any person employed by the acquired entity; 2. involving or relating to the assets, liabilities, media activities or policies or procedures of the acquired entity or to data, information, computers, or networks, security systems, of or under the care, custody or control of the acquired entity, a Business Associate of the acquired entity, or a third party on behalf of the acquired entity; or 3. by any person or entity holding, processing, managing or transferring information or operating Computer Systems on behalf of the acquired entity; unless the Named Insured gives the Underwriters written notice prior to the acquisition, obtains the Underwriters' written consent to extend coverage to such additional entities, assets, exposures, or Computer Systems, and agrees to pay any additional premium required by the Underwriters. If during the Policy Period the Named Insured or any Subsidiary acquires an entity whose annual revenues are more than ten percent (10%) of the Named Insured’s total annual revenues for the four quarterly periods directly preceding inception of the Policy Period, then, subject to the Policy Period and all other terms and conditions of this Policy, coverage under this Policy shall be afforded for a period of sixty (60) days, but only for any Claim that arises out of any act, error or omission first committed or incident or event first occurring after the entity becomes so owned. Coverage beyond such sixty (60) day period shall only be available if the Named Insured gives the Underwriters written notice of the acquisition, obtains the written consent of Underwriters to extend coverage beyond such sixty (60) day period to the entity and agrees to pay any additional premium required by Underwriters.

Newly Acquired Subsidiaries. During the Policy Period, if the Named Insured or any Subsidiary acquires another entity whose annual revenues are more than ten percent (10%) of the Named Insured’s total annual revenues for the four quarterly periods directly preceding inception of the Policy Period, such acquired entity shall not be a Subsidiary, and no Insured shall have coverage under this Policy for any Claim oror Loss that arises out of any act, error omission, incident or event whether committed before or after such acquisition: 1. by or on behalf of the acquired entity or any person employed by the acquired entity; 2. involving or relating to the assets, liabilities, media activities Covered Media Activities or policies or procedures of the acquired entity or to data, information, computers, or networks, security systems, of or under the care, custody or control of the acquired entity, a Business Associate of the acquired entity, or a third party on behalf of the acquired entity; or 3. by any person or entity holding, processing, managing or transferring information or operating Computer Systems on behalf of the acquired entity; unless the Named Insured gives the Underwriters written notice prior to the acquisition, obtains the Underwriters' written consent to extend coverage to such additional entities, assets, exposures, or Computer Systems, and agrees to pay any additional premium required by the Underwriters. If during the Policy Period the Named Insured or any Subsidiary acquires an a privately held entity whose annual revenues are more than ten percent (10%) of the Named Insured’s total annual revenues for the four quarterly periods directly preceding inception of the Policy Period, then, subject to the Policy Period and all other terms and conditions of this Policy, coverage under this Policy shall be afforded for a period of sixty (60) days, but only for any Claim that arises out of any act, error or omission first committed or incident or event first occurring after the entity becomes so owned. Coverage beyond such sixty (60) day period shall only be available if the Named Insured gives the Underwriters written notice of the acquisition, obtains the written consent of Underwriters to extend coverage beyond such sixty (60) day period to the entity and agrees to pay any additional premium required by Underwriters.

Newly Acquired Subsidiaries. During (a) If any Loan Party shall form or acquire a Domestic Subsidiary or a Subsidiary organized under the Policy Periodlaws of England, if the Named Insured Wales or any Subsidiary acquires another entity whose annual revenues are more than ten percent (10%) other any jurisdiction or political subdivision of the Named Insured’s total annual revenues for United Kingdom after the four quarterly periods directly preceding inception of the Policy PeriodClosing Date, such acquired entity Loan Party will promptly notify the Agent thereof and (i) such Loan Party will take such action to create and perfect Liens on such Subsidiary’s assets to secure the Lender Obligations as the Agent shall not be reasonably request (to the same extent as other similarly situated Loan Parties), (ii) shall cause such Subsidiary to become a SubsidiaryGuarantor hereunder, and no Insured shall have coverage under this Policy for (iii) if any Claim or 1. shares of capital stock or other ownership interests of such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party will cause such shares or other ownership interests to be pledged within ten (10) Business Days after such subsidiary is formed or acquired and (iv) deliver to the acquired entity Agent such opinions, certificates and other documents reasonably requested by the Agent. (b) If any Loan Party shall form or acquire (i) a Subsidiary organized under the laws of Canada or any person employed by province or other political subdivision thereof or (ii) any material Subsidiary that is not (A) a Domestic Subsidiary or (B) a Subsidiary organized under the acquired entity; 2. involving laws of Canada or relating to the assetsany province of other political subdivision thereof or England, liabilities, media activities Wales or policies any other jurisdiction or procedures political subdivision of the acquired entity United Kingdom, such Loan Party will promptly notify the Agent thereof and if any shares of capital stock or to data, information, computers, other ownership interests of such Subsidiary are owned by or networks, security systems, of or under the care, custody or control of the acquired entity, a Business Associate of the acquired entity, or a third party on behalf of the acquired entity; or 3. by any person or entity holdingLoan Party, processing, managing or transferring information or operating Computer Systems on behalf such Loan Party will cause 100% of the acquired entity; unless total outstanding non-voting capital stock and 65% of the Named Insured gives the Underwriters written notice prior total outstanding voting capital stock of such Subsidiary to be pledged to the acquisitionAgent within thirty (30) Business Days after such Subsidiary is formed or acquired, obtains together with such opinions, certificates and other documents as reasonably requested by the Underwriters' written Agent. In no event shall compliance with this section waive or be deemed a waiver of or consent to extend coverage to such additional entities, assets, exposures, or Computer Systems, and agrees to pay any additional premium required transaction prohibited by the Underwriters. If during the Policy Period the Named Insured or any Subsidiary acquires an entity whose annual revenues are more than ten percent (10%) of the Named Insured’s total annual revenues for the four quarterly periods directly preceding inception of the Policy Period, then, subject to the Policy Period and all other terms and conditions of this Policy, coverage under this Policy shall be afforded for a period of sixty (60) days, but only for any Claim that arises out of any act, error or omission first committed or incident or event first occurring after the entity becomes so owned. Coverage beyond such sixty (60) day period shall only be available if the Named Insured gives the Underwriters written notice of the acquisition, obtains the written consent of Underwriters to extend coverage beyond such sixty (60) day period to the entity and agrees to pay any additional premium required by UnderwritersAgreement.

Newly Acquired Subsidiaries. During the Policy Period, if the Named Insured or any Subsidiary acquires another entity whose annual revenues are more than ten percent (10%) of the Named Insured’s total annual revenues for the four quarterly periods directly preceding inception of the Policy Period, such acquired entity shall not be a Subsidiary, and no Insured shall have coverage under this Policy for any Claim oror Loss that arises out of any act, error omission, incident or event whether committed before or after such acquisition: 1. by or on behalf of the acquired entity or any person employed by the acquired entity; 2. involving or relating to the assets, liabilities, media activities or policies or procedures of the acquired entity or to data, information, computers, or networks, security systems, of or under the care, custody or control of the acquired entity, a Business Associate of the acquired entity, or a third party on behalf of the acquired entity; or 3. by any person or entity holding, processing, managing or transferring information or operating Computer Systems on behalf of the acquired entity; unless the Named Insured gives the Underwriters written notice prior to the acquisition, obtains the Underwriters' written consent to extend coverage to such additional entities, assets, exposures, or Computer Systems, and agrees to pay any additional premium required by the Underwriters. If during the Policy Period the Named Insured or any Subsidiary acquires an entity whose annual revenues are more than ten percent (10%) of the Named Insured’s total annual revenues for the four quarterly periods directly preceding inception of the Policy Period, then, subject to the Policy Period and all other terms and conditions of this Policy, coverage under this Policy shall be afforded for a period of sixty (60) days, but only for any Claim that arises out of any act, error or omission first committed or incident or event first occurring after the entity becomes so owned. Coverage beyond such sixty (60) day period shall only be available if the Named Insured gives the Underwriters written notice of the acquisition, obtains the written consent of Underwriters to extend coverage beyond such sixty (60) day period to the entity and agrees to pay any additional premium required by Underwriters.

Newly Acquired Subsidiaries. During the Policy Period, if the Named Insured or any Subsidiary acquires another entity whose annual revenues are more than ten percent (10%) of the Named Insured’s total annual revenues for the four quarterly periods directly preceding inception of the Policy Period, such acquired entity shall not be a Subsidiary, and no Insured shall have coverage under this Policy for any Claim oror Loss that arises out of any act, error, omission, incident or event whether committed before or after such acquisition: 1. by or on behalf of the acquired entity or any person employed by the acquired entity; 2. involving or relating to the assets, liabilities, media activities or policies or procedures of the acquired entity or to data, information, computers, or networks, security systems, of or under the care, custody or control of the acquired entity, a Business Associate of the acquired entity, or a third party on behalf of the acquired entity; or 3. by any person or entity independent contractor holding, processing, managing processing or transferring information or operating Computer Systems on behalf of the acquired entity; unless the Named Insured gives the Underwriters written notice prior to the acquisition, obtains the Underwriters' written consent to extend coverage to such additional entities, assets, exposures, or Computer Systems, and agrees to pay any additional premium required by the Underwriters. If during the Policy Period the Named Insured or any Subsidiary acquires an entity whose annual revenues are more than ten percent (10%) of the Named Insured’s total annual revenues for the four quarterly periods directly preceding inception of the Policy Period, then, subject to the Policy Period and all other terms and conditions of this Policy, coverage under this Policy shall be afforded for a period of sixty (60) days, but only for any Claim that arises out of any act, error or omission first committed or incident or event first occurring after the entity becomes so owned. Coverage beyond such sixty (60) day period shall only be available if the Named Insured gives the Underwriters written notice of the acquisition, obtains the written consent of the Underwriters to extend coverage beyond such sixty (60) day period to the entity and agrees to pay any additional premium required by the Underwriters.