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《经理革命的法学解释》第八章 送“安全带”:公司经理之保险激励

  九、诉讼费用:为辩护或调查索赔个案所发生的合理支出(包括但不限于律师费或专家鉴定费),费用(不包括被保险公司的董事、高级职员、员工的酬劳、固定薪资及加班费)及为提出上诉、担保或支付保证金所导致的费用支出。
  十、污染源:中华人民共和国政府的环境保护机构所定理的危险物质清单中定义或注明具危险性质的任何物质。该物质包括固体、液体、气体、热刺激物、污染物、烟、蒸气、煤烟、酸、碱、化学物质或废弃物。污染源亦包括其他逸出的气体、气味、废水、油、油类产品、传染性或医疗废弃物、石棉、石棉产品、噪音等。  
  十一、损失:被保险人因本公司承包范围内的过错行为而依法应负的全部赔偿金额,该赔偿金额可能是一次索赔提出的,也可能是保险期限内或保险扩展发现期内的所有索赔提出的,上述金额包括但不限于损害赔偿,判决给付、或和解金额、费用、诉讼费用。
  损失的定义不包括下列事项:
  1.被保险公司(包括其董事会或董事会设立之委员会)为调查或评估索赔案件或可能发生的索赔案件所发生的费用);
  2.依法应交纳的罚款或其他惩罚性的违约金;
  3.依法不得投保的部分
  十二、子公司:指所有由被保险公司不论直接或间接拥有其50%或以上的股权或董事选举权或表决权的所有在本保险单上予以载明,或在中华人民共和国境内注册或从事业务的所有公司。
  十三、国家:指中华人民共和国。
  十四、一次事故:由于被保险个人单独或共同的同一过错行为,或与其因果相关的过错行为所导致的损失视作一次事故,并以对被保险人第一次提出索赔的时间决定是否处于保险期间内。
  
  
  
  
  
  
  
  
  
  附2
  DIRECTORS’ AND OFFICERS’ INSURANCE[32]
   
  1. INSURANCE
   
  The Insurer will indemnify the Officers against Loss in respect of claims made against them jointly or severally arising from any Wrongful Act committed or allegedly committed by them in their capacity as Officers of the Company.
  Provided that the claim is first made against the Officers and notified to the Insurer during any Period of Insurance.
  2. INDEMNITY TO HEIRS AND LEGAL REPRESENTATIVES
  In the event of the death incapacity insolvency or bankruptcy of an Officer the Insurer will indemnify the heirs or legal representatives of the Officer against Loss incurred by such Officer for which indemnity would have been provided under this Policy.
  Provided that such Heirs and legal representatives shall as though the Officer be subject to the terms of this Policy so far as they can apply.
   
  3. OUTSIDE DIRECTORSHIPS
  The Insurance under this Policy is extended to provide indemnity to the Officers in respect of claims made against them arising out of any executive position held by them at the specific request of the Company in any other company
  Provided that
  A) the Insurance will not extend to the other company in which such executive position is held or to any other of the officers directors or employees of such company.
  B) the Insurance hereunder shall be specifically in excess of any other indemnity or insurance available to such Officers by eason of serving in such executive position.
  C) written notice of the positions held is given to the Insurer who shall have the right to charge an additional premium and vary the terms of this Policy.
   
  4. EXTENDED REPORTING PERIOD
  If the Insurer refuses to renew this Policy the Officers shall have the right upon payment of an additional premium of 50% of the current annual premium to extend the current Period of Insurance for an uninterrupted period of up to 12 months.
  Provided that
  A) this extension shall apply only to Wrongful Acts committed or allegedly committed prior to the commencement date of the period of extension.
  B) the option to extend is exercised within 30 days of the notification of non-renewal.
  The offer by the Insurer of renewal terms different to those applying during a Period of Insurance which is due to expire shall not constitute refusal to renew.
  5. LIMIT OF INDEMNITY
  The total amount payable by the Insurer under this Policy and under any Company Reimbursement Policy issued by the Insurer to the Company shall not exceed the Limit of Indemnity in respect of any one Period of Insurance irrespective of the number of persons firms companies or bodies entitled to indemnity under this Policy or any Company Reimbursement Policy.
  The Limit of Indemnity shall apply to all Loss attributable to all claims arising out of any Wrongful Act including interrelated Wrongful Acts the circumstances of which have been first notified to the Insurer during such Period of Insurance either as a consequence of a claim or as circumstances which have been advised in accordance with Claims Condition 1.
   
  6. DEDUCTIBLE
   
  Each Officer against whom a claim is made shall pay the first amount of Loss arising out of any one claim shown in the Schedule as the Deductible.
  Provided that the maximum amount of Loss payable by the Officers arising out of any one claim shall not exceed the amount shown in the Schedule as he Aggregate Deductible.
  For the purpose of assessing the Deductible(s) all claims attributable to one Wrongful Act and all interrelated Wrongful Acts consequent upon or attributable to one source or original cause shall be regarded as one claim.
  7. EXCLUSIONS
   
  The Insurer shall not be liable in respect of
  1) any claim brought about by or attributable to or consequent upon any dishonesty fraud or malicious conduct of any Officer provided however that the Officers shall be entitled to indemnity in respect of
  A) costs and expenses reasonably incurred in successfully defending an action which arises out of such a claim.
  B) any claim where the final judgement or other adjudication of the court hearing proceedings against the Officer determines that he or she is liable at law in respect of a Wrongful Act on some cause of action which is not dependent on the existence of a dishonest fraudulent or malicious purpose or intent and makes no finding that he or she was guilty of dishonesty fraud or malicious conduct in relation to the Wrongful Act in question. For the purposes of this Exclusion the dishonesty fraud or malicious conduct of any Officer shall not be imputed to any other Officer.
  2) any liability arising out of the death disease or illness of or bodily injury to any person or loss of or damage to material property.
  3) fines penalties punitive or exemplary damages (other than exemplary damages awarded in an action for libel or slander).
  4) any claim based upon or attributable to any Officer gaining any profit or advantage or receiving any remuneration to which he or she was not legally entitled. For the purposes of this Exclusion the fact that one Officer has gained any profit or advantage or received any remuneration to which he or she was not legally entitled shall not be imputed to any other Officer.
  5) liability which arises under a guarantee or warranty (other than a Warranty of Authority) given by an Officer.
  6) any liability arising out of any intentional breach of contract on the part of any Officer.
  7) the consequence of any circumstance
   A) notified under any insurance which was in force prior to the inception of this Policy.
   B) known to any Officer at the inception of this Policy which might reasonably be expected to produce a claim.


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