Limits and Retentions on Directors and Officers Liability

Limit of Liability

The total amount payable by the Insurer under this policy shall not exceed the Limit of Liability where the Insurer’s liability is excess of the Limit of Liability. The Insurer shall have no liability in excess of all such limits, irrespective of the number of Insureds or amount of any Loss. Each Sublimit of Liability specified in the Schedule is the maximum the Insurer shall pay for the cover to which it applies and is part of the Limit of Liability.

Retention

The Insurer will only pay for any amount of Loss which is in excess of the Retention. The Company is going to be liable for the Retention which will remain uninsured. A single Retention will apply to all Loss arising from any Claim.

If any Company is legally permitted or required to indemnify an Insured Person, but fails to do so within 30 days, then the Insurer shall advance all Loss within the Retention which will be repaid by the Company to the Insurer as soon as reasonably practicable.

No Retention is applicable to the following

Non-Indemnifiable Loss
Crisis Containment or Public Relations Expenses

Except as indicated above, the Insurer shall only be liable for the amount of covered Loss arising from such Claim or Pre-Investigation Costs which is in excess of the applicable Retention which will remain uninsured.

A single Retention shall apply to Loss arising from any single Claim.

Specified Underlying Insurance

This policy shall always apply excess over any other valid and collectible insurance or any indemnification available to the Insured from any other party.

General Provisions

Non-Rescind ability

This policy is not avoidable or rescindable in whole or in part and the Insurer shall have no other remedy with respect to any pre-inception misrepresentation or pre-inception non-disclosure by any Insured in connection with this policy, except

with respect to Insurance Cover – Company Securities
for any fraudulent misrepresentation or fraudulent non-disclosure where established by final adjudication of a judicial or arbitral tribunal, or any written admission by or on behalf of any Insured.

Non-Payment

This policy probably may not be cancelled except for non-payment of the premium by the Policyholder.

Severable Nature of the Policy

No statements made by or on behalf of an Insured or breach of any term of this policy, or any information or knowledge possessed by an Insured, shall be imputed to any Insured for the purpose of determining whether any individual Insured is covered under this policy.

With respect to Insurance Cover – Company Securities only, the statements made by, information or knowledge possessed by and any conduct of any past, present or future chief executive officer, chief financial officer or general counsel (or equivalent executive or management positions) of a Company shall be imputed to that Company and the knowledge of the same officers of the Policyholder shall be imputed to all Companies.

Changes In Risk

For any United States Securities and Exchange Commission registration or reporting obligation first attaching during the Policy Period, this policy shall not cover any Claims with respect to any Securities Claims brought within or maintained within the jurisdiction, or based upon any laws of, the United States of America, its territories or possessions, unless the Policyholder has first given to the Insurer notice of any such registration or reporting obligation and, upon request the Insurer has provided, and the Insured has accepted whatever terms, conditions, reasonable additional premium and limitations the Insurer has proposed pursuant to such request.

Transactions

The Insurer probably shall not be liable for Loss arising out of, based upon or attributable to:

a Wrongful Act committed or allegedly committed
a matter which is the subject of an Investigation, extradition proceeding or Asset and Liberty Proceeding, occurring or arising, after the effective date of a Transaction.

Subsidiaries

Definition and Extension only covers:

Wrongful Acts committed or allegedly committed
matters which are the subject of an Investigation, extradition proceeding or Asset and Liberty Proceeding, occurring or arising; while an entity was or is a Subsidiary.

Notice & Authority

Except ‘Severable Nature of the Policy’, the Policyholder shall act on behalf of all Insureds in connection with all matters relevant to this.

Assignment

This policy and any rights under or in respect of it cannot be assigned without the prior written consent of the Insurer.

Governing Law

Any interpretation of this policy or issue relating to its construction, validity or operation shall be determined by the laws of the Republic of Cyprus.

UN and US Economic and Trade Sanctions

The insurer is not liable to make any payments for liability under any coverage sections of this policy or make any payments under any extension: for any loss of claim arising in, or where the insured or any beneficiary under the policy is a citizen or instrumentality of the government of, any country (ies) against which any laws and/or regulations governing this policy and/or the insurer, including US law.

Taxes, charges, etc.

All legal charges (policy charges or otherwise) and turnover taxes on either premiums or Claims including public notary fees and charges on indemnification or other settlements shall be borne, according to the present policy, by the Insured or by the collecting third party.

Personal Data Files

It is understood by the Company and the Insured(s) that for the good application of the present policy it is essential that the Company and/or Insured(s) provide the Insurer with personal, corporate and confidential information. Therefore, both the company and the insured(s) grant hereby their express consent to the access and maintenance by the Insurer of personal data. The Insurer has all the rights and obligations provided by the provisions of Cyprus Law 138(I)/2001.

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