PRESUMPTIVE INDEMNIFICATION. If the Insured Organisation is permitted or required to indemnify the Insured Person for any Loss pursuant to the memorandum or articles of association, certificate or articles of incorporation, by-laws or constitution of the Insured Organisation in effect at the inception of coverage hereunder, or any subsequently amended, restated or superseding memorandum or articles of association, certificate or articles of incorporation, by-laws or constitution which broaden the Insured Organisation's ability to indemnify the Insured Person and fails or refuses to indemnify the Insured Person for Loss other than for reason of Financial Impairment, then, notwithstanding any other conditions, provisions or terms of this Policy to the contrary, any payment by the Company of such Loss shall be subject to:
(a) The Indemnity Clause 2 Deductible Amount as set forth in the Policy Schedule; and
(b) All of the Exclusions set forth in clauses 19 & 20 of this Policy. For purposes of this clause, the shareholders and board of directors resolutions of the Insured Organisation shall be deemed to provide indemnification for such Loss to the fullest extent permitted by such memorandum or articles of association, certificate or articles of incorporation, by-laws or constitution.
PRESUMPTIVE INDEMNIFICATION. If the Insured Organisation is permitted or required by law to indemnify, or is not prevented by law from indemnifying, an Insured Person for Loss but fails or refuses, other than for reason of Financial Impairment, to so indemnify an Insured Person then the Company shall pay such Loss on behalf of such Insured Person subject to all the Exclusions of this policy. In such event the applicable Deductible Amount set forth in Item 3 of the Schedule shall be paid by an Insured Organisation to the Company within thirty (30) days of such payment, the Principal Organisation and the Insured Organisation being jointly and severally liable for making the payment. No Deductible Amount shall apply in the event of Financial Impairment.
PRESUMPTIVE INDEMNIFICATION. If an Organisation is permitted or required by law to indemnify, or is not prevented by law from indemnifying, an Insured Person for Loss but fails or refuses, other than due to Financial Impairment, to so indemnify an Insured Person then the Company shall pay such Loss on behalf of such Insured Person subject otherwise to all the terms and exclusions of this policy. In such event the applicable Deductible Amount set forth in Item 3 of the Schedule shall be paid by an Organisation to the Company. No Deductible shall apply in the event of Financial Impairment. This section does not apply to Loss arising out of an Outside Directorship.
PRESUMPTIVE INDEMNIFICATION. If the Organisation:
a. fails or refuses, other than for reason of Financial Impairment, to indemnify the Insured Person for Loss; and
b. is permitted or required to indemnify the Insured Person for such Loss, pursuant to the fullest extent permitted by law, then, notwithstanding any other conditions, provisions or terms of this Policy to the contrary, any payment by the Company of such Loss shall be subject to:
i. the applicable Insuring Clause Deductible Amount set forth in ITEM 4. of the Schedule; and ii. all of the Exclusions in this Policy.
PRESUMPTIVE INDEMNIFICATION. If with respect to any Claim the Sponsor Company is permitted or required by common or statutory law to indemnify the Insured Persons for any Loss, or to advance Defense Costs on their behalf (“Indemnifiable Loss”), and does not in fact do so other than for reasons of Financial Impairment, then the Retention for Indemnifiable Loss shown in Item 3B(ii) of the Declarations shall apply to such Loss. The resolutions of the board of directors or equivalent body of the Sponsor Company shall be deemed to provide indemnification for Loss to the fullest extent permitted by law. The Sponsor Company agrees to indemnify the Insured Persons to the fullest extent permitted by law, taking all steps necessary or advisable in furtherance thereof, including the making in good faith of any application for court approval.
PRESUMPTIVE INDEMNIFICATION. A. The Company agrees to indemnify the Insured Persons to the fullest extent permitted by law, taking all steps necessary or advisable in furtherance thereof, including the making in good faith of any application for court approval. The Company further agrees to advance Defense Costs actually and reasonably incurred by any Insured Person in defending any threatened, pending or contemplated action, suit or proceeding prior to a final disposition of any such action, suit or proceeding and shall not require any determination or adjudication, interim or final, of the entitlement of the Insured Person to indemnification, where permitted by law to do so. The financial ability of any Insured Person to make repayment shall not be a prerequisite to the making of such an advance, and the right to receive advancement of Defense Costs herein is a contractual right. The agreements contained in this paragraph are binding upon the Company and enforceable by the Insurer or the Insured Persons.
B. Notwithstanding anything in this section to the contrary, the Company’s indemnification obligations under this section shall not apply in the event the Company is neither permitted nor required to grant such indemnification either because of the appointment by any state or federal official, agency or court of any receiver, conservator, liquidator, trustee, rehabilitator or similar official to take control of, supervise, manage or liquidate the Company, or because of the Company becoming a debtor-in-possession.
PRESUMPTIVE INDEMNIFICATION. If the Organisation:
a. fails or refuses, other than for reason of Financial Impairment, to indemnify the Insured Person for Loss; and
PRESUMPTIVE INDEMNIFICATION. If the Organisation:
a. fails or refuses, other than for reason of Financial Impairment, to indemnify the Insured Person for Loss; and
b. is permitted or required to indemnify the Insured Person for such Loss, pursuant to applicable law, without regard to the by-laws, shareholder or board of director resolutions, charter or contracts of the Organisation then, notwithstanding any other conditions, provisions or terms of this Policy to the contrary, any payment by the Company of such Loss shall be subject to:
I. the applicable Insuring Clause Deductible Amount set forth in ITEM 5. of the Schedule; and II. all of the Exclusions in this Policy.
PRESUMPTIVE INDEMNIFICATION. If the Organization is permitted or required by common or statutory law, but fails to indemnify the Insured for Loss (except by reason of its financial insolvency), any payment by the Underwriter of such Loss shall be subject to the Insuring Agreement C Retention amount set forth in Item 4.(A) of the Declarations. The charter, by-laws, shareholder and board of director's resolutions of the Organization shall be deemed to provide indemnification for such Loss to the fullest extent permitted by law. Employment Practices Liability Insurance (To be read in conjunction with the Common Policy Definitions, Exclusions, and Conditions Sections, Parts 6, 7, 8 below)
I. INSURING AGREEMENTS
A. The Underwriter will pay on behalf of the Insured , Loss from Claims made against the Insured during the Policy Period (or, if applicable, during the Extension Period), and reported to the Underwriter pursuant to the terms of this Policy, for an Employment Practices Act .
PRESUMPTIVE INDEMNIFICATION. The Company agrees to indemnify the Insured Persons to the fullest extent permitted by law, taking all steps necessary or advisable in furtherance thereof, including the making in good faith of any application for court approval, the passing of any resolution by the board of directors or shareholders of the Company, the amendment of any charter, bylaws, operating agreement or similar documents of the Company or the execution of any contract. The Company further agrees to advance Defense Costs actually and reasonably incurred by any Insured Person in defending any threatened, pending or contemplated action, suit or proceeding prior to a final disposition of any such action, suit or proceeding and shall not require any determination or adjudication, interim or final, of the entitlement of the Insured Person to indemnification, where permitted by law to do so. The financial ability of any Insured Person to make repayment shall not be a prerequisite to the making of such an advance, and the right to receive advancement of Defense Costs herein is a contractual right. The agreements contained in this paragraph are binding upon the Company and enforceable by the Insurer or the Insured Persons.
