Scheduled Media Sample Clauses

Scheduled Media. The media scheduled in the Declarations. U. Subsidiary 1. Any entity over which the Named Insured, directly or indirectly, has or had Management Control through or by way of one or more subsidiaries on or before the effective date of the Policy Period; 2. Any entity in which the Named Insured acquires Management Control during the Policy Period either directly or indirectly, whose gross revenue does not exceed fifteen percent (15%) of the gross revenue of the Insured Company; and 3. Any entity of which the Named Insured acquires Management Control during the Policy Period, either directly or indirectly, whose gross revenue exceeds fifteen percent (15%) of the gross revenue of the Insured Company; a. however, only for a period of 90 days following the Named Insured’s direct or indirect ability to exert b. after such 90 day period if and only if the Named Insured: (i) provides the Insurer with full particulars of such entity; (ii) agrees to remit any additional premium; (iii) agrees to any amendments to the policy relating to such entity; and (iv) the Insurer agrees to add such entity as a subsidiary by a written agreement and/or endorsement to the policy; c. For purposes of this definition, revenue is measured by the most recent fiscal year prior to the effective date of the policy. Notwithstanding the above, coverage afforded by this policy will apply only to any acts, events or incidents occurring while the Insured Company has Management Control of such entity. EXCLUSIONS The policy does not apply to any Claim or Loss: A. Conduct alleging, arising out of, based upon, or attributable to: 1. any dishonest, fraudulent, criminal, malicious or intentional act, error or omission, or any intentional or knowing violation of the law by an Insured; or 2. the gain of any profit, remuneration or financial advantage to which any Insured was not legally entitled. However, this exclusion will not apply to: 1. Claim Expenses or the Insurer’s duty to defend any such Claim (if applicable), until there is a final, non- appealable adjudication against, binding arbitration against, adverse admission by, finding of fact against, or plea of nolo contendere or no contest by, the Insured as to such conduct or violation, at which time the Insured will reimburse the Insurer for any Claim Expenses paid by the Insurer. Provided that: (i) no conduct pertaining to any natural person Insured will be imputed to any other natural person Insured; and (ii) any conduct pertaining to any past...