Legal Liabilities Directors and Officers Liability General Conditions
Allocation We will do all that is reasonably required to determine a fair and equitable allocation between any Loss which is indemnified and any other losses or costs which are not indemnified under this Section taking into account the relative legal liability of each party involved.
If We cannot agree on a fair and equitable allocation with The Association or the Insured Person, then the issue will be referred to a senior barrister (to be mutually agreed upon by the Insured Person, The Association and Us) for arbitration whose decision shall be binding on all parties.
Authorisation
The Association shall act upon behalf of any Insured Person or any other persons who may be entitled to indemnity under this Section in respect of
(1) the notification of any Claims in accordance with Claims Conditions (1), (2) and (3)
(2) the payment of premiums or the receiving of any return premiums that may become due under this Section
(3) the negotiation, agreement to an acceptance of renewal terms, and endorsements applying to this.
Contracts (Rights of Third Parties)
A person or company who is not a party to this Section has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Section but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
Jurisdiction
This Section is subject to the relevant law of the United Kingdom (including the Channel Islands and the Isle of Man) applicable to The Association’s main address as stated in The Schedule.
In the event of any dispute, the law of England and Wales and the courts of England and Wales will have exclusive jurisdiction for hearing and determining any litigation arising out of or in connection of this Section.
Liquidation
In the event of The Association’s liquidation, the Section shall remain in force until the expiry date of the Period of Insurance unless cancellation is requested by all of The Association’s directors. We will continue to provide indemnity but only in respect of any Claim as the result of a Wrongful Act prior to the date of liquidation.
The date of liquidation will be deemed to be the date on which
(1) a resolution for voluntary liquidation is passed by The Association or
(2) a petition for compulsory liquidation is presented to the relevant authority.
Other Insurances
If any Insured Person is, or would be but for the existence of this Section, entitled to indemnity under any other Section in respect of any Claim or Loss, We shall not be liable for any Loss or Defence Costs except in respect of any amount in excess of that which would have been payable under such insurance had this Section not been affected.
Prospect of Success
We shall not be required to contest or continue to contest any Claim or legal proceedings if at any stage a senior barrister (to be mutally agreed upon by The Insured Persons and Us) shall advise that such action does not have a reasonable prospect of success.
Severability
For the purposes of determing indemnity under this Section, no knowledge possessed or any statement made in any Proposal by any single Insured Person shall be imputed to any other Insured Person.
Subjectivity
The policy, the application form, statement of fact and/or declaration made by You, and The Schedule, should be read together and form the contract of insurance between You, (The Policyholder,) and Us (Aviva.)
(a) We will clearly state in the Schedule if the Cover provided by the policy is subject to You:
(i) providing Us with any additional information requested by the required date(s),
(ii) completing any actions agreed between You and Us by the required date(s),
(iii) allowing Us to complete any actions agreed between You and Us.
(b) If required by Us, You must allow us access to The Premises, Your Contract Sites and/or The
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