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Healthcare Professional Liability <br />The Company will renew this policy unless written notice of the Company's intent not to renew, stating <br />the specific reasons for nonrenewal, is mailed to the Named Insured not less than ninety (90) days before <br />the policy expires. "Nonrenewal" shall include the failure of the Company to offer a renewal policy which <br />provides types and limits of coverage substantially equivalent to those contained in the expiring policy. <br />Any notice of cancellation or nonrenewal will be mailed by fust -class registered or certified mad to the Named <br />Insured at the last mailing address known to the Company. Proof of mailing will be sufficient proof of notice. <br />F. CHANGES <br />The terms of this policy shall not be waived or changed, except by endorsement issued to form a part of this <br />policy. <br />G. DECLARATIONS <br />By acceptance of this policy, the Insured agrees that the statements in the Declarations are the Insured's <br />agreements and representations, that this policy is issued in reliance upon the truth of such representations and <br />that this policy embodies all agreements existing between the Insured and the Company or any of its agents <br />relating to this insurance. <br />H. OTHER INSURANCE <br />If there is other valid insurance (whether primary, excess, contingent or self-insurance) which may apply against <br />a loss or claim covered by this policy, the insurance provided hereunder shall be deemed excess insurance over <br />and above the applicable limit of all other insurance or self-insurance. When this insurance is excess, the <br />Company shall have no duty under this policy to defend any claim or Suit that any other insurer or self -insurer <br />has a duty to defend. If such other insurer or self -insurer refuses to defend such claim or Suit, the Company <br />shall be entitled to the Insured's rights against all such other insurers or self -insurers for any Claims <br />Expenses incurred by the Company. <br />When both this insurance and other insurance or self-insurance apply to the loss on the same basis, whether <br />primary, excess or contingent, the Company shall not be liable under this policy for a greater proportion of the <br />loss or defense costs than the applicable Limit of Liability under this policy for such loss bears to the total <br />applicable limit of liability of all valid and collectible insurance against such loss. Subject to the foregoing, if a <br />loss occurs involving two or more policies, each of which provides that its insurance shall be excess, each will <br />contribute pro -rata. <br />I. REIMBURSEMENT <br />While the Company has no duty to do so, if the Company pays Damages or Claims Expenses: <br />a. within the amount of the applicable Deductible; <br />b. in excess of the applicable Limit of Liability, <br />all Insureds shall be jointly and severally liable to the Company for such amounts. Upon written demand, the <br />Insured shall repay such amounts to the Company within thirty (30) days thereof. Failure to pay any amount <br />indicated may lead to policy cancellation. <br />J. SUBROGATION <br />To the extent of any payment under this policy, the Company shall be subrogated to all the Insured's rights of <br />recovery therefore against any person, organization or entity and the Insured shall execute and deliver <br />instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing <br />after any loss to prejudice such rights. <br />K PREMIUM <br />14 <br />HCPL-2037 (Ed. 11/09) <br />