- Claim
- shall mean: a) any civil or administrative or regulatory proceeding received by any Insured Person or the Company alleging the commission by an Insured Person of a specified Wrongful Act; or b) any written or verbal communication received by any Insured Person or the Company alleging the commission by an Insured Person of a specified Wrongful Act; or c) any criminal proceeding commenced by summons or charge received by an Insured Person or the Company alleging the commission by an Insured Person of a specified Wrongful Act. PROVIDED ALWAYS THAT such Claim is: a) first made against the Insured during the Period of Insurance; and b) notified in writing to QBE as soon as practicable during the Period of Insurance; and c) alleging a Wrongful Act that occurred subsequent to the Retroactive Date.
- Company
- shall mean the Company stated in the Schedule and shall include any Subsidiary Company.
- Defence Costs
- shall mean all reasonable and necessary costs, charges, fees and expenses, including legal representation costs (other than salaries, commissions, expenses or other benefits of Insured Persons) which are incurred by an Insured Person: a) in the defence of any Claim; b) in the negotiation of any settlement of any Claim; c) in the attendance of a regulatory or other official investigation, examination or enquiry. Defence Costs also includes the costs of obtaining the opinion of a Senior Counsel appointed in accordance with the terms of this Policy.
- Director or Officer
- shall mean any natural person who is a director or officer of the Company.
- Domestic Partner
- shall mean any natural person qualifying as a domestic partner of, or being in a similar relationship to, an Insured Person under the provisions of any applicable law or under the provisions of any formal program established by the Company.
- Employment Related Matter
- shall mean any actual or alleged wrongful or unfair dismissal; defamation in relation to wrongful or unfair dismissal; sexual harassment; discrimination; erosion of status protected under applicable law; denial of natural justice; adverse change in the terms and conditions of a person's employment in retaliation for that person's exercise of his or her rights under law, or support of the rights of another; misleading representations or misleading advertising involving employment with the Company.
- Insured Person
- shall mean: a) any past, present or future Director or Officer or secretary of the Company or any natural person who by virtue of any applicable legislation or law is deemed to be a Director or Officer; b) in the event of the death, incompetence or bankruptcy of a Director or Officer, his estate, heirs, legal representatives or assigns, but only for Loss incurred by such Director or Officer in his capacity as a Director or Officer; c) the lawful spouse or Domestic Partner of any Director or Officer provided that the Claim is to enforce a judgment against that Director or Officer for Loss incurred in their capacity as such. d) any past, present or future employee.
- Employee
- For the purpose of this definition, 'employee' shall mean: a) an employee of the Company acting in a managerial or supervisory capacity; or b) an employee of the Company with regards to an Employment Related Matter, or c) an employee of the Company, in respect of any Claim or investigation in which such employee is named as a co-defendant or is required to attend such investigation with any Director or Officer.
- Limit of Indemnity
- shall mean QBE's aggregate liability for all Loss covered by this Policy, irrespective of the number of Insured Persons and/or Company entitled to indemnity and shall not exceed the amount stated in the Schedule.
- Loss
- shall mean the total amount an Insured Person and/or Company becomes legally liable to pay in respect of a Claim first made against them during the Period of Insurance. Loss shall include: a) damages, judgments and expenses; and b) multiple, exemplary or punitive damages where insurable by law (provide these are in addition to compensatory damages and not a form of tax, fine or similar penalty) awarded by a court or tribunal outside of the United States of America or the Dominion of Canada or their territories or possessions; and c) settlements compromising actual or anticipated legal proceedings made with QBE's prior written consent (such consent not to be unreasonably withheld) or in accordance with the allocation provisions; and d) Defence Costs incurred with QBE's prior written consent (such consent not to be unreasonably withheld) or in accordance with the allocation provisions of this Policy. Loss shall not include aggravated damages, or tax or fines or penalties imposed by law, including but not limited to, civil penalties, or any matter uninsurable by law.
- Pollution
- shall mean the discharge, dispersal, release or escape of any pollutants including any solid, liquid, gaseous or thermal irritant or contaminant including smoke, vapour, soot, fumes, acids, alkalis, chemicals, radioactive and/or nuclear material or waste materials (including but not limited to any materials to be recycled, reconditioned or reclaimed).
- Retention
- shall mean the retention amount stated in the Schedule.
- Retroactive Date
- shall mean the date stated in the Schedule.
- Securities
- shall include but are not limited to any bond, stock, note, debenture, share, rights, or warrants representing an equity or debt security of the Company.
- Securities Offering
- shall mean the offer for subscription or purchase of any of the Company's own Securities.
- Significant Change
- shall mean: a) any sale of the Company or its merger with or acquisition by another entity or group of entities such that the Company is not the surviving entity and/or any person or entity, or persons or entities acting in concert: (i) becoming entitled to control the composition of the board of directors; or (ii) controlling more than half the voting power; or (iii) holding more than half of the Company's issued share capital; b) the insolvency, liquidation, bankruptcy or receivership of the Company; or c) any sale of more than seventy-five percent (75%) of the Company's total assets to another person or entity or persons or entities acting together.
- Subsidiary Company
- shall mean: a) any company in respect of which the Company (either directly or indirectly through one or more of its subsidiary companies): (i) controls the composition of the board of directors; or (ii) controls more than half the voting power at a general meeting of shareholders; or (iii) holds more than half of the issued share capital (regardless of class of share); b) any company as defined above (other than any company part of whose issued share capital is offered to the public or otherwise traded on a recognized exchange) which is acquired or created on or subsequent to the inception date of this Policy and of which the total assets at the date of acquisition or creation, does not exceed twenty-five percent (25%) of the total assets of the Company as reflected in the latest and consolidated audited financial statements of the Company; c) any other company that QBE has given prior written consent to for its inclusion as a subsidiary company under this Policy.
- Terrorism
- shall mean any act, including but not limited to the use of force or violence and/or threat thereof, of any person or group of persons, whether acting alone or on behalf of or in connection with any organisation or government which from its nature or context is done for, or in connection with, political, religious, ideological, ethnic or similar purposes or reasons, including the intention to influence any government and/or to put the public, or any section of the public, in fear.
- Wrongful Act
- shall mean any actual or alleged wrongful act or omission including any misleading statement, misstatement, misrepresentation, breach of trust, breach of duty or breach of warranty or authority committed by an Insured Person solely in his capacity as an Insured Person.
