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specifically intended to prevent such
<br />unauthorized access or use; or
<br />N. Any actual or alleged failure of any Insured to
<br />honor an Insured's cost guarantee or cost
<br />estimates for Professional Services rendered or
<br />to be rendered; or
<br />O. Any fee dispute or suit for fees initiated by any
<br />Insured against any past or current client of the
<br />Insured; or
<br />P. Any actual or alleged rendering or failure to
<br />render investment or insurance counseling or C.
<br />advice; the purchase or selling of, or failure to
<br />purchase or sell an investment or insurance of
<br />any kind; or any Insured's advice, promise(s) or
<br />guarantee(s) regarding the future value of any
<br />investments or interest rate or rate of return; or
<br />any Insured's advice, promise(s) or guarantee(s)
<br />regarding the coverage provided or not provided
<br />by insurance of any kind.
<br />V. DEFENSE AND SETTLEMENT D.
<br />A. The Company, as it deems expedient, has the
<br />right to investigate, adjust, defend, appeal and,
<br />with the consent of an Insured, negotiate the
<br />settlement of any Claim whether within or above
<br />the Deductible. If an Insured refuses to consent
<br />to a settlement recommended by the Company,
<br />the Company's obligation to any Insured for
<br />Loss and Claims Expense attributable to such
<br />Claim(s) shall be limited to:
<br />1. The amount of the covered Loss in excess of
<br />the Deductible which the Company would
<br />have paid in settlement at the time the
<br />Insured first refused to settle;
<br />2. Plus covered Claims Expenses incurred up
<br />to the date the Insured first refused to settle;
<br />3. Plus seventy-five percent (75%) of covered
<br />Claims Expenses and Loss in excess of the
<br />first settlement amount recommended by the
<br />Company to which the Insured did not
<br />consent.
<br />Payment of 1., 2. and 3., above, is the limit of the
<br />Company's liability under this Policy on any
<br />Claim in which the Insured fails or refuses to
<br />consent to the Company's settlement
<br />recommendation, subject at all times to the Limits
<br />of Liability and Deductible provisions. The
<br />remaining twenty-five percent (25%) of Loss and
<br />Claims Expenses in excess of the amount
<br />referenced in 1. and 2., above, shall be the
<br />obligation of the Insured.
<br />B. All Insureds agree to cooperate with the
<br />Company, and provide such assistance and
<br />information as the Company may reasonably
<br />request. Upon the Company's request, any
<br />Insured shall submit to examination and
<br />interrogation by a representative of the
<br />Company, under oath if required, and shall
<br />attend hearings, depositions, trials and shall
<br />SP (07-09)
<br />assist in the conduct of suits, including but not
<br />limited to effecting settlement, securing and
<br />giving evidence, obtaining the attendance of
<br />witnesses, giving written statements to the
<br />Company's representatives and meeting with
<br />such representatives for the purpose of
<br />investigation and/or defense, all of the above
<br />without charge to the Company. All Insureds
<br />further agree not to take any action which may
<br />increase any Insured's or the Company's
<br />exposure for Claims Expense or Loss.
<br />All Insureds shall execute all papers required
<br />and shall do everything that may be necessary to
<br />secure and preserve any rights of indemnity,
<br />contribution or apportionment which an Insured
<br />or the Company may have, including the
<br />execution of such documents as are necessary to
<br />enable the Company to bring suit in an
<br />Insured's name, and shall provide all other
<br />assistance and cooperation which the Company
<br />may reasonably require.
<br />An Insured shall not demand or agree to
<br />arbitration of any Claim without the written
<br />consent of the Company. An Insured shall not,
<br />except at personal cost, make any offer or
<br />payment, admit any liability, settle any Claim,
<br />assume any obligation, or incur any expense
<br />without the Company's written consent.
<br />VI. LIMITS OF LIABILITY AND DEDUCTIBLE
<br />Regardless of the number of Insureds under this
<br />Policy, Claim(s) made or brought on account of
<br />Wrongful Act(s) or otherwise, the Company's
<br />liability is limited as follows:
<br />A. For Claims arising under Section I.A. of this
<br />Policy, the Limit of Liability specified in the Policy
<br />Declarations as the ANNUAL AGGREGATE shall
<br />be the maximum liability for Loss for all Claims;
<br />B. For Claims arising under Section I.A. of this
<br />Policy, the Limit of Liability specified in the Policy
<br />Declarations as the Limit for EACH CLAIM shall
<br />be the maximum liability for Loss for each Claim;
<br />C. For Claims arising under Section I.B. of this
<br />Policy, subject to the ANNUAL AGGREGATE
<br />Limit of Liability specified in the Policy
<br />Declarations, the Limit of Liability for the total of
<br />Loss plus Claims Expense shall not exceed
<br />$25,000.
<br />D. For Claims arising under Section I.A. of this
<br />Policy, Claims Expenses shall be in addition to
<br />the LIMITS OF LIABILITY as shown in the Policy
<br />Declarations.
<br />E. The DEDUCTIBLE amount stated in the Policy
<br />Declarations shall apply to Loss and Claims
<br />Expenses and shall apply to each and every
<br />Claim. The Company shall only be liable to pay,
<br />subject to the Limits of Liahility provisions stated
<br />above, for Loss plus ClafR oLLu
<br />REmemm 6 APPROVED Br
<br />Risk Management Analyst
<br />
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