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contest the Claim or continue any legal proceedings in connection with such Claim, then the liability of the Company for Damages and Claim Expenses shall not exceed the amount for which the Claim could have been settled, as well as the Claim Expenses incurred by the Company, or with the Company's consent, up to the date of such refusal. Furthermore, the Insured shall not assume any obligations, incur any costs, charges, or expenses or enter into any settlement without the Company's consent. In the event: A. Item 4.a. of the Declarations is applicable to this policy, Claim Expenses shall be part of, and not in addition to, the Limits of Liability specified in Item 4 of the Declarations; B. Item 4.b. of the Declarations is applicable to this policy, Claim Expenses shall be in addition to the Limits of Liability specified in Item 4 of the Declarations. In no event shall the Company be obligated to pay Damages or Claim Expenses or to defend, or continue to defend, any suit after the applicable limit of the Company's liability has been exhausted by payments of judgments, settlements, Damages or Claim Expenses, as applicable. II. PERSONS INSURED Each of the following is an Insured under this policy to the extent set forth below: A. The entity or person named in Item 1 of the Declarations as the Named Insured; B. Any Predecessor in Business or Successor in Business; C. Any past partners, officers, directors, stockholders or employees of any person or entity specified in item A. or B. above (except as provided in I. below), but only while acting within the scope of their duties on behalf of such person or entity; D. Any current partner, director, stockholder or employed lawyer of any person or entity specified in item A. or B.above; E Any current non-lawyer employee of any person or entity specified in item A. or B. above, but only while acting within the scope of their duties on behalf of any such person or entity; F. Any non-affiliated legal firm, including their partners, officers, directors, or employees, but solely for Professional Services performed within the scope of their contract with, and on behalf of,the Named Insured, Predecessor in Business or Successor in Business; G. Any legal representative, if the Insured becomes incompetent, insolvent, bankrupt or dies; H. Any lawyer acting as "of Counsel" or on a contracted basis but only while performing Professional Services on behalf of any person or entity specified in sections A., B., C. or D. above. I. Any past partner, officer, director, stockholder, or employed lawyer of any person or entity specified in Item A. or B. above who retires from the private practice of law, while employed by the Named Insured, but only for Professional Services rendered prior to the date of retirement. III. LIMIT OF LIABILITY Regardless of the number of Insureds under this insurance or the number a,,on. � Company's liability is limited as follows: ,� z y REvEwm&AppeovEDEh" Risk Management Specialist 05 LPL0002 05 04 17