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Notice hereunder shall be given in writing to the Company. If mailed, the date of mailing of such notice shall constitute the date that such notice was given and proof of mailing shall be sufficient proof of notice. A. As a condition precedent to exercising any right to coverage under this Policy, the Insured shall give to the Company written notice of a Claim or circumstance which could be expected to give rise to a Claim being made against an Insured as soon as practicable, but: 1. If the Policy expires, is cancelled or is non - renewed and if no Extended Reporting Period is purchased, no later than sixty (60) days after the expiration date or the effective date of such cancellation or non -renewal; or 2. If an Extended Reporting Period is purchased, no later than the last day of the Extended Reporting Period. B. If written notice of a Claim or circumstance which could be expected to give rise to a Claim being made against an Insured has been given to the Company pursuant to Subsection A. above, then any Claim which is subsequently made against the Insured and reported to the Company alleging, arising out of, based upon or attributable to the facts alleged in the Claim or circumstance which could be expected to give rise to a Claim being made against an Insured of which notice was given, shall be considered made at the time such notice was given. XII. CANCELLATION OR NON -RENEWAL A. This Policy may be canceled by the Named Insured by either (1) surrender of the Policy thereof to the Company at its address stated on the Policy Declarations or (2) by delivering to the Company written notice requesting cancellation and in either case stating when, thereafter such cancellation shall be effective. B. If the Policy is canceled by the Named Insured for a reason other than the closing or sale of the Named Insured's business or the death of the sole proprietor where the Named Insured is a sole proprietorship, the Company shall retain the customary short rate proportion of the premium. C. If the Policy is canceled by the Named Insured due to the closing or sale of the Named Insured's business or the death of the sole proprietor where the Named Insured is a sole proprietorship, the Company will calculate the return premium on a pro-rata basis. D. The Company may cancel this Policy only in the event of the failure of the Insured to pay the premium when due by mailing to the Named Insured written notice when, not less than ten (10) days thereafter, such cancellation shall be effective. SP (07-09) E. In the event the Company refuses to renew this Policy, the Company shall mail to the Named Insured, not less than sixty (60) days prior to the end of the Policy Period, written notice of non - renewal. Such notice shall be binding on all Insureds. F. The Company shall mail notice of Cancellation or Non -renewal with a certificate of mailing stating the effective date of Cancellation or Non - renewal and the specific reason(s) for Cancellation or Non -renewal, which shall become the end of the Policy Period. Mailing of such notice shall be sufficient notice of Cancellation or Non -renewal. G. If the Policy is canceled by the Company, earned premium shall be computed pro rate. Premium adjustment may be made at the time cancellation is affected or as soon as practicable thereafter. XIII. REPRESENTATIONS AND SEVERABILITY A. The Insureds represent that the particulars and statements contained in the Application are true and agree that (1) those particulars and statements are the basis of this Policy and are to be considered as incorporated into and constituting a part of the Policy; (2) those particulars and statements are material to the acceptance of the risk assumed by the Company; and (3) this Policy is issued in reliance upon the truth of such representations. B. Except for material facts or circumstances known to the person or persons signing the Application, no statement in the Application of knowledge or information possessed by an Insured shall be imputed to any other Insured for the purpose of determining the availability of coverage. XIV. SUBROGATION In the event of any payment under this Policy, the Company shall be subrogated to an Insured's right of recovery therefore against any person or entity and the Insured shall execute and deliver such instruments and papers and do whatever else is necessary to secure such rights. The Insured shall not do anything to prejudice such rights. XV. CHANGES Notice to any agent or knowledge by any agent shall not effect a waiver or change in any part of this Policy or stop the Company from asserting any right under the terms of this Policy, nor shall the terms of this Policy be waived or changed except by an endorsement, issued to form a part of this Policy. XVI. AUTHORIZATION CLAUSE AND NOTICES By acceptance of this Policy, the Insured agrees that the Named Insured shall ac Insureds with respect to the ,%sx`'0 t ,�j�s Renexw&MrRcvmarFf : foncj.V:LLauC ®' Risk Manager nt Analyst