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We shall determine, in our sole discretion, whether the Named Insured's written notice satisfies the <br />condition precedent above. <br />SECTION VIII -CONDITIONS <br />A. Action Against Company <br />No action shall lie against us unless, as a condition precedent thereto: <br />1. you have fully complied with all of the terms of this Policy; and <br />2. the amount you are obligated to pay has been finally determined either by judgment against you <br />after actual trial or by your written agreement, the claimant and us. <br />Any person or entity that has secured such judgment or entered into such written agreement shall <br />thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No <br />person or entity shall have any right under this Policy to join us as a party to any action against you to <br />determine your liability, nor shall we be brought into such action by you or your legal representative. <br />B. Assignment <br />This Policy cannot be assigned without our prior written consent. Such consent shall not be unreasonably <br />withheld or delayed. <br />C. Bankruptcy or Insolvency <br />Your bankruptcy or insolvency, or of your estate, shall not relieve us of any of our obligations under this <br />Policy. <br />D. Cancellation <br />The following with regards to cancellation apply to this Policy: <br />1. Cancellation by the First Named Insured: <br />This Policy may be cancelled by the First Named Insured by mailing to us written notice stating <br />when thereafter the cancellation shall be effective. The mailing of such notice must be sent <br />certified mail, return receipt requested or by electronic mail. The effective date and time of <br />cancellation stated in the written notice shall become the end of the Policy Period. <br />The Minimum Earned Premium for this Policy shall be the percentage stated in Item (7) of the <br />Declarations of the total premium for this Policy. This means that such percentage of the total <br />premium is fully earned by us on the inception of the Policy Period, The First Named Insured is <br />not entitled to any return of the Minimum Earned Premium upon cancellation. <br />If the Minimum Earned Premium is less than one hundred percent (100%) of the total premium for <br />this Policy, and the First Named Insured cancels this Policy, then the amount of premium <br />returnable after the minimum premium earned is retained by us shall be computed in accordance <br />with the customary short -rate table and procedure. <br />2. Cancellation by Us: <br />This Policy may be cancelled by us by mailing to the First Named Insured at the address shown <br />in Item (1) of the Declarations, written notice stating when not less than ninety (90) days thereafter <br />[or fifteen (15) days for non-payment of premium] such cancellation shall be effective. The mailing <br />of such notice shall be sufficient proof of notice of cancellation. The effective date and time of <br />cancellation stated in the written notice shall become the end of the Policy Period. <br />EVPCPocCP 0618 0 2018 X.L. America, Inc. All Rights Reserved. Page 25 of 28 <br />May not be copied without permission. <br />