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e. All court costs taxed against the insured in <br />the "suit ". However, these payments do not <br />include attorneys' fees or attorneys' ex- <br />penses taxed against the insured. <br />f. Prejudgment interest awarded against the <br />insured on that part of the judgment we pay. <br />If we make an offer to pay the applicable limit <br />of insurance, we will not pay any prejudg- <br />ment interest based on that period of time <br />after the offer. <br />g. All interest on the full amount of any judg- <br />ment that accrues after entry of the judgment <br />and before we have paid, offered to pay, or <br />deposited in court the part of the judgment <br />that is within the applicable limit of insurance. <br />These payments will not reduce the limits of in- <br />surance. <br />2. If we defend an insured against a "suit" and an <br />indemnitee of the insured is also named as a <br />party to the "suit ", we will defend that indemnitee <br />if all of the following conditions are met: <br />a. The "suit" against the indemnitee seeks <br />damages for which the insured has assumed <br />the liability of the indemnitee in a contract or <br />agreement that is an `insured contract "; <br />b. This insurance applies to such liability as- <br />sumed by the insured; <br />c. The obligation to defend, or the cost of the <br />defense of, that indemnitee, has also been <br />assumed by the insured in the same <br />"insured contract "; <br />d.. The allegations in the "suit" and the infor- <br />mation we know about the "occurrence" are <br />such that no conflict appears to exist be- <br />tween the interests of the insured and the <br />interests of the indemnitee; <br />e. The indemnitee and the insured ask us to <br />conduct and control the defense of that in- <br />demnitee against such "suit" and agree that <br />we can assign the same counsel to defend <br />the insured and the indemnitee; and <br />f. The indemnitee: <br />(1) Agrees in writing to: <br />(a) Cooperate with us in the investi- <br />gation, settlement or defense of the <br />"suit ", <br />(b) Immediately send us copies of any <br />demands, notices, summonses or <br />legal papers received in connection <br />with the "suit "; <br />(c) Notify any other insurer whose cov- <br />erage is available to the indemnitee; <br />and <br />(d) Cooperate with us with respect to <br />coordinating other applicable insur- <br />ance available to the indemnitee; <br />and <br />(2) Provides us with written authorization to: <br />(a) Obtain records and other informa- <br />tion related to the "suit and <br />(b) Conduct and control the defense of <br />the indemnitee In such "suit ". <br />So long as the above conditions are met, attor- <br />neys' fees incurred by us in the defense of that <br />indemnitee, necessary litigation expenses in- <br />curred by us and necessary litigation expenses <br />incurred by the indemnitee at our request will be <br />paid as Supplementary Payments. Notwith- <br />standing the provisions of Paragraph 2.b.(2) of <br />Section I — Coverage A — Bodily Injury and <br />Property Damage Liability, such payments will <br />not be deemed to be damages for "bodily injury" <br />and "property damage" and will not reduce the <br />limits of insurance. <br />Our obligation to defend an insured's indemnitee <br />and to pay for attorney's fees and necessary liti- <br />gation expenses as Supplementary Payments <br />ends when we have used up the applicable limit <br />of insurance in the payment of judgments or set- <br />tlements, or the conditions set forth above, or the <br />terms of the agreement described in Paragraph <br />f. above, are no longer met. <br />SECTION II WHO IS AN INSURED <br />1. If you are designated in the Declarations as <br />a. An individual, you and your spouse are in- <br />sureds, but only with respect to the conduct <br />of a business of which you are the sole <br />owner. <br />b. A partnership or joint venture, you are an in- <br />sured. Your members, your partners, and <br />their spouses are also insureds, but only with <br />respect to the conduct of your business. <br />c. A limited liability company, you are an in- <br />sured. Your members are also insureds, but <br />only with respect to the conduct of your <br />business. Your managers are insureds, but <br />only with respect to their duties as your <br />managers. <br />d. An organization other than a partnership, <br />joint venture or limited liability company, you <br />are an insured. Your "executive officers" and <br />directors are insureds, but only with respect <br />GG 00 01 Q 07 Page. 9 of 17 EP <br />