8) any claim made (whether in the name of the Company or not) and instigated by any Officer against any other Officer except in respect of wrongful dismissal sexual harassment and/or discrimination.
9) any claim arising from the discharge dispersal release or escape of pollutants. For the purpose of this Exclusion ‘pollutant’ means any solid liquid gaseous or thermal irritant or contaminant including but not limited to smoke vapour soot fumes acid alkalis chemicals and waste. ‘Waste’ includes material to be recycled reconditioned or reclaimed
10) any legal liability of whatsoever nature directly or indirectly caused by or contributed to by or arising from.
A) ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel
B) the radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof.
8. DEFINITIONS
For the purposes of this Policy
1) Proposal shall mean any signed proposal form and declaration and any information supplied by or on behalf of the Officers in addition thereto or in substitution therefore.
2) The Company shall mean the Company as named in the Schedule and shall be deemed to include all Subsidiary Companies but this Policy will only indemnify the Officers of any Subsidiary Company acquired or created after the inception of this Policy for Claims made during any Period of Insurance by reason of any Wrongful Act occurring subsequent to such creation or acquisition. Provided that notification of any Subsidiary Company acquired or created after inception of this Policy shall be given in writing as soon as reasonably practicable to the Insurer which shall have the right to charge an additional premium and vary the terms of this Policy.
3) Subsidiary Company shall mean any company of which more than fifty percent of the voting stock is owned by the Company either directly or through one or more of its Subsidiary Companies.
4) Wrongful Act shall mean breach of contract breach of trust breach of duty neglect error or omission misstatement misleading statement or breach of Warranty of Authority.
5) Warranty of Authority shall mean a warranty properly given by an Officer to the effect that he or she has authority to do some act on behalf of the Company.
6) Loss shall mean
A) damages claimant’s costs and expenses for which the Officers are liable at law and
B) other costs and expenses incurred with the Insurer’s written consent in defending claims in respect of which the Officers are not legally entitled to indemnity from the Company.
9. RENEWAL PROCEDURE
If renewal is to be considered the Insurer will request the Officers to complete and return a proposal form in advance of each Renewal Date.
Failure on the part of the Officers to do so will cause the Policy to be lapsed from the Renewal Date.
Renewal can only be invited subsequent to receipt of the proposal form by the Insurer and provided the risk remains acceptable to the Insurer.
The renewal premium (and if applicable any adjustment of premium for the past year) will be calculated on the information provided.
10.CLAIMS CONDITIONS
1) The Officers shall give written notice to the Insurer (regardless of the Deductible) as soon as possible after becoming aware of circumstances which might hive rise to a claim or receiving information of a claim for which there may be liability under this Policy.
2) Every letter claim writ summons and process shall be forwarded to the Insurer immediately on receipt. No admission offer promise payment or indemnity shall be made or given by or on behalf of the Officers without the written consent of the Insurer which shall be entitled to take over and conduct in the name of the Officers the defence or settlement of any claim or to prosecute in the name of the Officers for its own benefit any claim and shall have full discretion in the conduct of any proceedings and in the settlement of any claim.
3) The Officers shall give all such assistance as the Insurer may require but they shall not be required to contest any legal proceedings unless a qualified legal practitioner (to be mutually agreed upon by the Officers and the Insurer) shall advise that such proceeding could be contested with the probability of success.
4) The Insurer shall not have any obligation to defend any claim.
5) Where the Insurer has acknowledged its liability under the terms of this Policy the Insurer will advance costs and expenses incurred with its written consent in defending claims. In other circumstances where the Insurer is unable to confirm its Policy liability the Insurer may at its option agree to advance such cost and expenses provided that should it be established subsequently that the Insurer will have no liability under the terms of the Policy the Insurer may recover from the Officers the total amount of such costs and expenses so advanced.
6) The Insurer shall not settle any claim without the consent of the Officers concerned. If however the Officers concerned shall refuse to consent to any settlement recommended by the Insurer and shall elect contest or continue any legal proceedings in connection with such claim then the Insurer’s liability for the claim shall not exceed the amount for which the claim could have been so settled plus costs and expense incurred with its consent up to the date of such refusal and then only up to the amount of the Limit of Indemnity.
7) If at any time any claim arises under this Policy the Officers are or would but for the existence of this Policy be entitled to indemnity under any other policy or policies the Insurer shall not be liable except in respect of any excess beyond the amount which would have been payable under such other policy or policies had this insurance not been effected.
11.GENERAL CONDITIONS
1) If an offer is made for the whole of the issued share capital of the Company and that offer is declared or becomes unconditional in accordance with its terms the indemnity provided hereunder is amended to apply only to claims made by reason of any Wrongful Act committed by the Officers prior to the date that such offer is declared or becomes unconditional.
2) The Insurer shall not avoid this Policy (unless required so to do by a declaration or order of the court) by reason only that it may be so entitled by virtue of any statute or rule of law that makes or deems void an provision or contract to indemnify any Officer of the Company against liability for any Wrongful Act.
The Insurer or the Officers may cancel this Policy by giving thirty days notice in writing to the other party at its last known address. If the Insurer gives such notice the Officers shall thereupon become entitled to proportionate return of premium otherwise the Officers shall only be entitled to a return of premium in accordance with the Insurer’s usual short period scale provided that no claim has been made in the then current Period of Insurance.
【注释】 布莱恩 R．柴芬斯：《
公司法：理论、结构和运作》，林华伟、魏旻译，法律出版社2001年版，第110页。
