Subject to the terms and conditions of this Policy, the Insurer shall advance Defence Costs resulting from any Claim before its final resolution.

Transcription

1 In consderaton of the payment of the premum, the Insurer agrees as follows: 1 Insurance Cover A DIRECTORS AND OFFICERS LIABILITY The Insurer shall pay the loss of each nsured resultng from any clam frst made aganst the nsured durng the polcy perod and notfed to the nsurer durng the polcy perod for any wrongful act n the nsured s capacty as a drector or offcer of the company except for and to the extent that the company has ndemnfed the nsured. B CORPORATE REIMBURSEMENT 2 Defntons 2.1 Assocated Company The Insurer shall pay the Loss of the Company resultng from any Clam frst made aganst the Insured durng the Polcy Perod and notfed to the Insurer durng the Polcy Perod for any Wrongful Act n the Insured s capacty as a Drector or Offcer of the Company but only when and to the extent that the Company s permtted or requred by the Law, to ndemnfy the Insured for the Loss. Subject to the terms and condtons of ths Polcy, the Insurer shall advance Defence Costs resultng from any Clam before ts fnal resoluton. means any company of whch the polcyholder owns on or before the ncepton of the polcy perod more than 20 per cent but less than 50 per cent of the ssued and outstandng votng shares ether drectly or ndrectly through one or more of ts subsdares. 2.2 Clam means: any sut or proceedng brought by any person or organsaton aganst an nsured for monetary damages or other relef, ncludng non-pecunary relef; Any wrtten demand from any person or organsaton that t s the ntenton of the person or organsaton to hold an Insured responsble for the results of any Specfed Wrongful Act; Any crmnal prosecuton brought aganst an Insured; v Any admnstratve or regulatory proceedng or offcal nvestgaton regardng any Specfed Wrongful Act of an Insured: Any Clam or Clams arsng out of, based upon or attrbutable to a Sngle Wrongful Act shall be consdered to be a Sngle Clam for the purposes of ths Polcy. 2.3 Company means the Polcyholder specfed n Item 1 of the Schedule and any Subsdary, dvson, sector, regon, product group or other nternal Company structure or segment detaled n an organsaton chart or smlar document and whch has been granted ths status by the Polcyholder or any Subsdary before the date of the Wrongful Act. 2.4 Contnuty date(s) means the date(s) Specfed n Item 6 of the Schedule. The pendng and pror ltgaton Contnuty date shall be the date from whch the Polcyholder has mantaned unnterrupted cover wth the Insurer, or wth any other Insurer f the ntal proposal form submtted to such Insurer s provded to and accepted by the Insurer at the ncepton of ths Polcy, or such other date(s) as agreed wth the Insurer. 1

2 2.5 Defence Costs means reasonable and necessary fees, costs and expenses ncurred (ncludng premums for any appeal bond, attachment bond or smlar bond, but wthout oblgaton to apply for or furnsh any bond) resultng solely from the nvestgaton, adjustment, defence and appeal of any Clam but shall not nclude the salary of any Insured. 2.6 Drector or Offcer 2.7 Dscovery Perod 2.8 Employment practce Clam 2.9 Full annual premum means any natural person duly apponted or elected as a Drector, general manager, managng Drector, deputy general manager, or vce general manager of the Company, and any other manager who s drectly subject to the authorty of the general manager, and any other natural person who fulflls a functon mentoned above, even f hs ttle dffers therefrom. means the perod of tme specfed n Extenson 4.4, mmedately followng the termnaton of ths polcy durng whch wrtten notce may be gven to the Insurer of any Clam frst made aganst the Insured durng such perod of tme for any Wrongful Act occurrng pror to the end of the Polcy Perod and otherwse covered by ths polcy. means any clam or seres of related clams relatng to a past present or prospectve employee of the company and arsng out of any actual or alleged unfar or wrongful dsmssal, dscharge or termnaton, ether actual or constructve, of employment, employment-related msrepresentaton, wrongful falureto employ or promote, wrongful deprvaton of career opportuntes, wrongful dscplne; falure to furnsh accurate job references; falure to grant tenure or neglgent employee evaluaton; or sexual or workplace or racal or dsablty harassment of any knd (ncludng the alleged creaton of a harassng workplace envronment); or unlawful dscrmnaton, whether drect, ndrect, ntentonal or unntentonal, or falure to provde adequate employee polces and procedures, provded that the cause of acton stpulated n the clam does not arse under or derve from nfrngement of any specfc Labour Law, or any stpulaton n a group agreement whch the company s subject to. An Employment practce Clam shall not nclude a clam due to sexual harassment of any knd, or payment to an nsured for costs ncurred by hm or payments made by hm to an employee, as part of a clam fled by any of the employees n accordance wth the Law of Preventon of Sexual Harassment 1998, unless the nsured undertook all the necessary actons an employer must undertake accordng to the sad law, Furthermore, An Employment practce Clam shall not nclude a clam due to sexual harassment n whch the Insured was convcted n sexual harrasement or settled a sexual harassment clam. means the annual premum level n effect mmedately pror to the end of the Polcy Perod Insured means any natural person who was, s or shall become a Drector or Offcer of the Company. Cover wll automatcally apply to any natural person who becomes a Drector or Offcer after the ncepton date of ths polcy Insurer means the Phoenx Insurance Company Ltd. 2

3 2.12 Loss means damages, judgements, settlements and Defence Costs; however, Loss shall not nclude cvl or crmnal fnes or penaltes mposed by law, noncompensatory damages ncludng puntve or exemplary damages (other than damages awarded for lbel and slander), taxes, any amount for whch the Insured s not legally lable or matters whch may be consdered unnsurable under the law pursuant to whch ths polcy shall be construed. Damages, judgements, settlements and Defence Costs ncurred n more than one Clam aganst the Insured but resultng from a Sngle Wrongful Act shall consttute a sngle Loss No Lablty: A fnal judgment of No Lablty obtaned pror to tral n favour of all Insureds by reason of a moton to dsmss or a moton for summary judgment after the exhauston of all appeals; or A fnal judgment of No Lablty obtaned after tral n favour of all Insureds, after the exhauston of all appeals. In no event shall the term No Lablty apply to a Clam made aganst an Inusred for whch a settlement has occurred Not-for-proftentty means an entty regstered as a Not for Proft Company accordng to Secton 345A of the Companes Law or accordng to the Amutot Law 1980, or any smlar entty organsed under the laws of any other jursdcton, or a trade assocaton whch for the purposes of ths polcy shall mean a body of persons, whether ncorporated or not, whch s formed for the purpose of furtherng the trade nterests of ts members, or of persons represented by ts members 2.15 Outsde Entty means any Assocated Company, any Not-for-Proft entty or any other corporaton, partnershp, jont venture or other organsaton whch has been lsted by endorsement to ths polcy Polcyholder means the organsaton Specfed n Item 1 of the Schedule Polcy Perod means the perod of tme from the ncepton date to the expry date Specfed n Item 2 of the Schedule Pollutants Include (but are not lmted to) any sold, lqud, gaseous or thermal rrtant or contamnant, ncludng smoke, vapour, soot, fumes, acds, alkals, chemcals and waste. Waste ncludes (but s not lmted to) materal to be recycled, recondtoned or reclamed Securty Securty means any note, stock, bond, debenture, evdence of ndebtedness, share or other equty or debt securty of the company, and shall nclude any certfcate of nterest or partcpaton n, recept for, warrant or other rght to subscrbe to or purchase, votng trust certfcate relatng to, certfcate of depost for, or other nterest n any of the foregong Sngle Wrongful Act means a Wrongful Act or any related, contnuous or repeated Wrongful Acts, whether commtted by the Insured ndvdually or by more than one Insured and whether drected to or affectng one or more than one person or legal entty Subsdary means companes n whch the Polcyholder, ether drectly or ndrectly through one or more of ts Subsdares; Controls the composton of the board of Drectors; or Controls 50% or more of the votng power; or Holds 50% or more of the ssued share captal. 3

4 Cover for any Clam aganst any of the Drectors, Offcers and employees of any Subsdary shall apply only for Wrongful Act(s) commtted whle such Company s a Subsdary of the Polcyholder. However, upon wrtten request by the Polcyholder, the Insurer shall consder, after assessment and evaluaton of the ncreased exposure, grantng cover for Wrongful Act(s) commtted pror to the acquston of the Subsdary by the Polcyholder Transacton Any one of the followng events: The Polcyholder consoldates wth or merges nto or sells all or substantally all of ts assets to any other person or entty for group of persons and/or enttes actng n concert; or Any person or entty, whether ndvdually or together wth any other person or persons, entty or enttes acqures an amount of the outstandng shares representng more than 50 per cent of the votng power for the electon of Drectors of the Polcyholder, or acqures the votng rghts for such an amount of the shares Wrongful Act means any actual or alleged breach of duty, breach of trust, neglect, error, msstatement, msleadng statement, omsson, breach of warranty of authorty or other act by the Insured n ther respectve capactes as a Drector or Offcer of the Company or as a Drector or Offcer of any Outsde Entty, or any matter Clamed aganst them solely because of ther status as a Drector or Offcer of the Company. 3 Exclusons The Insurer shall not be lable to make any payment for Loss n connecton wth any Clams made aganst the Insured: 3.1 arsng out of, based upon attrbutable to: the ganng n fact of any personal proft or advantage to whch the Insured was not legally enttled; profts n fact made from the purchase or sale by the nsured of securtes of the company wthn the meanng of Secton 16(b) of the Securtes Exchange Act of 1934 (USA) and any amendments thereto or smlar provsons of any state statutory law; the commttng n fact of any dshonest or fraudulent act. For the purpose of determnng the applcablty of these exclusons, the Wrongful Act of any Insured shall not be mputed to any other Insured. These exclusons shall only apply f t s establshed through a judgment or any other fnal adjudcaton adverse to the Insured, or any admsson by an Insured that the relevant conduct dd n fact occur; 3.2 arsng out of based upon or attrbutable to the facts alleged or to the same or related Wrongful Act(s) alleged or contaned n any Clam whch has been reported or n any crcumstances of whch notce has been gven under any polcy of whch ths polcy s a renewal or replacement or whch t may succeed n tme; 3.3 arsng out of based upon or attrbutable to any pendng or pror ltgaton as of the pendng and pror ltgaton Contnuty date Specfed n Item 6 () of the Schedule, or allegng or dervng from the same or essentally the same facts as alleged n the pendng or pror ltgaton; 4

5 3.4 whch are brought by or on behalf of any Insured or the Company; provded, however, that ths excluson shall not apply to: any Employment practce Clam brought by any Insured; v v any Clam brought or mantaned by an Insured for contrbuton or ndemnty, f the Clam drectly results from another Clam otherwse covered under ths polcy; any shareholder dervatve acton brought or mantaned on behalf of the Company wthout the solctaton, assstance or partcpaton of any Insured or the Company; any Clam brought or mantaned by a lqudator, recever or admnstratve recever ether drectly or dervatvely on behalf of the Company wthout the solctaton, assstance or partcpaton of any Insured or the Company; any Clam brought or mantaned by any former Drector, or Offcer of the Company. 3.5 arsng out of, based upon or attrbutable to or n any way nvolvng, drectly or ndrectly, the actual, alleged or threatened dscharge, dspersal, release or escape of Pollutants; or any drecton or request to test for, montor, clean up, remove, contan, treat, detoxfy or neutralse Pollutants, nuclear materal or nuclear waste. Provded, however, that ths excluson shall not apply to any Clam made aganst the Insured by any shareholder of the Company ether drectly or dervatvely, allegng damage to the Company or ts shareholders, unless on or before the Polluton Contnuty date Specfed n Item 6 () of the Schedule, the Company, the Insured or any employee of the Company wth manageral responsbltes over envronmental affars, control or complance, knew or could have reasonably foreseen that there exsted any stuaton, crcumstance or Wrongful Act whch could have gven rse to a Clam aganst the Company, or the Insured. 3.6 n a capacty as trustee or fducary under law (statutory or non-statutory ncludng common) or admnstrator of any penson, proft sharng or employee benefts programme, ncludng but not lmted to an actual or alleged volaton of the responsbltes, oblgatons or dutes mposed by the Employee Retrement Income Securty Act of 1974 (USA) or the Pensons Act 1995 (UK) and any amendments thereto or any smlar provsons of the law, common or statutory, of any state, terrtory, jursdcton, or poltcal subdvson thereof; 3.7 arsng out of, based upon or attrbutable to any act or omsson n the Insured s capacty as a Drector or Offcer of any entty other than the Company, or by reason of the Insured s status as a Drector, or Offcer of the other entty, other than as provded n Extenson 4.3; 3.8 For bodly njury, sckness, dsease, death or emotonal dstress of any person, or damage to or destructon of any tangble property, ncludng Loss of use thereof; provded, however, that any Clam for emotonal dstress shall not be excluded wth respect to an Employment practce Clam. 5

6 4 Extensons Subject to all of the terms and condtons of ths Polcy, cover s extended as follows: 4.1 Representaton at Investgatons and Examnatons Ths polcy shall provde cover for any reasonable and necessary fees, costs and expenses ncurred wth the pror wrtten consent of the Insurer resultng from any legally requred attendance by any Drector, Offcer of the Company at any offcal nvestgaton, examnaton, nqury or other smlar proceedng n relaton to the affars of the Company. If the Drector, Offcer of the Company beleves that as a result of such offcal nvestgaton, examnaton, nqury or other smlar proceedng, crcumstances exst whch may reasonably be expected to gve rse to a Clam, notce must be gven to the Insurer of the crcumstances and the reasons for antcpatng a Clam, wth full partculars as to dates and persons nvolved n accordance wth General provson New Subsdares 4.3 Outsde Drectorshps Cover under ths polcy s extended to any Subsdary whch the Polcyholder acqures or creates after the ncepton date of ths polcy provded that the Subsdary: has total gross assets whch are less than the amount Specfed n Item 7 of the Schedule ether n the Unted Stated of Amerca or Canada; and does not have a lstng of any of ts securtes on any stock exchange. and s not regstered n US/Canada If a newly acqured or created Subsdary fals to meet condtons (), () and () above the Polcyholder may request an extenson of ths polcy for such Subsdary provded that the Polcyholder shall gve the Insurer suffcent detals to permt the Insurer to assess and evaluate the Insurer s potental ncrease n exposure. The Insurer shall be enttled to amend the polcy terms and condtons, durng the Polcy Perod, ncludng by the chargng of a reasonable addtonal premum. Unless otherwse agreed, cover as s afforded to the Drectors, Offcers of any Subsdary by vrtue of ths extenson shall only apply for Wrongful Act(s) commtted whle such Company s or was a Subsdary of the Polcyholder. Cover ncludes loss arsng from any clam made aganst any nsured who was, s or may become, at the specfc request of the company, a drector or offcer of any outsde entty for any wrongful act n the nsured s capacty as a drector or offcer of the outsde entty. Ths cover shall be specfcally excess of any nsurance n force n respect of the outsde entty as well as any ndemnfcaton provded by the outsde entty. If the other nsurance s provded by the nsurer or any member company of the nsurer (or would be provded except for the applcaton of the retenton amount or the exhauston of the lmt of lablty), then the total aggregate lmt of lablty for all loss covered by vrtue of ths extenson shall be reduced by the lmt of lablty specfed n the schedule of the other nsurance provded to the outsde entty by the nsurer. The cover provded by ths clause shall not apply n connecton wth any clam made aganst any nsured by the outsde entty, any of ts Drectors or Offcers or any shareholder of the outsde entty holdng more than 20 per cent of the ssued and outstandng votng share captal of the outsde entty. 6

7 4.4 Dscovery Perod 4.5 Hers, Estates and Legal Representatves If the polcyholder refuses to renew ths polcy, then the polcyholder shall have the rght, upon payment of an addtonal premum of 25 per cent of the full annual premum to a dscovery perod of 12 months followng the effectve date of non-renewal. If the nsurer refuses to offer any terms or condtons to renew ths polcy, then the polcyholder shall have the rght upon payment of an addtonal premum of 25 percent of the full annual premum to a dscovery perod of 12 months followng the effectve date of non-renewal. The nsured shall be enttled to a 30 day dscovery perod at no addtonal premum f ths polcy s not renewed by ether the polcyholder or the nsurer. If the polcyholder elects to purchase a dscovery perod, ths 30-day dscovery perod shall be part of and not n addton to the purchased dscovery perod. To purchase the dscovery perod, the polcyholder must request ts purchase n wrtng wthn 15 days of the termnaton date of the polcy and must tender the addtonal premum wthn 30 days of the termnaton date. The addtonal premum s not refundable and the dscovery perod s not cancellable. If a transacton takes place, then the polcyholder shall not have the rght to purchase a dscovery perod as set out above. However, the polcyholder shall have the rght wthn 30 days of the end of the polcy perod to request an offer from the nsurer of a dscovery perod for up to 72 months. The nsurer shall offer a dscovery perod wth terms, condtons and premum as the nsurer may reasonably decde. If an Insured des, becomes ncompetent, nsolvent or bankrupt, ths polcy shall cover Loss arsng from any Clam made aganst the estate, hers, or legal representatves of the Insured for any Wrongful Act of such Insured. 4.6 Jont Property Lablty 5 General provsons Ths polcy shall cover Loss arsng from any Clam made aganst the Lawful Spouse (whether that status s derved by reason of the statutory law, common law or otherwse of any applcable jursdcton n the world) of an Insured for any Clam arsng out of hs or her status as the spouse of an Insured ncludng any Clam that seeks damages recoverable from martal communty property or property jontly held by the Insured and the spouse; provded, however, that ths extenson shall not afford cover for any Clam for any Wrongful Act of the spouse and that ths polcy shall apply only to Wrongful Act(s) of an Insured. 5.1 Representaton In grantng cover to any one Insured, the Insurer has reled upon the materal statements and partculars n the proposal together wth ts attachments and other nformaton suppled. These statements, attachments and nformaton are the bass of cover and shall be consdered ncorporated and consttutng part of ths Polcy. 5.2 Changes n Rsk Durng Polcy Perod If durng the polcy perod a transacton takes place, then the cover provded under ths polcy s amended to apply only to wrongful act(s) commtted pror to the effectve date of the transacton. If durng the Polcy Perod, the Company decdes to make an ntal offerng of ts Securtes n any jursdcton, whether ts securtes are already traded or not, by any means, publc or prvate, then as soon as the nformaton s publcly avalable, the Company shall provde the Insurer wth any prospectus or offerng statement for the Insurer s evaluaton and assessment of the ncreased exposure of the Insured and the Insurer shall be enttled to amend the terms and condtons of ths polcy and/or charge a reasonable addtonal premum reflectng the ncrease n exposure. 7

8 At the Polcyholder s request, pror to the publc announcement of such Securtes offerng, the Insurer shall evaluate and assess the ncreased exposure and advse of all necessary amendments to the terms and condtons of ths polcy and addtonal premum. In ths event and at the request of the Polcyholder, the Insurer wll enter nto a confdentalty agreement wth the Polcyholder relatng to any nformaton provded regardng the proposed Securtes offerng. 5.3 Lmt of Lablty The lmt of lablty specfed n Item 3 of the Schedule s the total aggregate lmt of the nsurer s lablty for all loss, arsng out of all clams made aganst all nsureds under all nsurance covers under ths polcy combned. The lmt of lablty for the dscovery perod shall be part of and not n addton to the total aggregate lmt of lablty for the polcy perod. Loss arsng from any clam whch s made subsequent to the polcy perod or dscovery perod whch pursuant to General provson 5.5 s consdered made durng the polcy perod or dscovery perod shall also be subject to the same total aggregate lmt of lablty. Defence costs are not payable by the nsurer n addton to the total aggregate lmt of lablty. Defence costs are part of loss and are subject to the total aggregate lmt of lablty for loss. Notwthstandng the above, and solely n respect of a clam fled aganst an nsured wthn the jursdcton of the courts of Israel, t s agreed that n the event of a loss, ncludng defence costs, then ths polcy shall cover reasonable defence costs exceedng the total aggregate lmt of lablty for loss, t beng expressly agreed that ths amount represents «reasonable legal costs» for the purpose of artcle 66 of the Insurance Contract Law, Retenton The Insurer shall only be lable for the amount of Loss arsng from a Clam whch s n excess of the retenton amount specfed n Item 4 of the Schedule wth regard to all Loss under all nsurance covers under ths polcy for whch the Company has ndemnfed or s permtted or requred to ndemnfy the Insured. The retenton amount s to be borne by the Company and shall reman unnsured. A sngle retenton amount shall apply to Loss arsng from all Clams allegng a Sngle Wrongful Act. Provded, however, that no retenton shall apply and the Insurer shall thereupon remburse any Defence Costs pad by the Company, n the event of: a determnaton of No Lablty of all Insureds, or 5.5 How to Gve Notce and Report a Clam a dsmssal or a stpulaton to dsmss the Clam wthout prejudce and wthout the payment of any consderaton by any Insured. Provded, however, that n the case of () above, such rembursement shall occur 90 days after the date of dsmssal or stpulaton as long as the Clam s not re-brought (or any other Clam whch s subject to the same Sngle retenton by vrtue of ths General provson 5.4 s not brought) wthn that tme, and further subject to an undertakng by the Company n a form acceptable to the Insurer that such rembursement shall be pad back by the Company to the Insurer n the event the Clam (or any other Clam whch s subject to the same sngle retenton by vrtue of ths General provson 5.4) s brought after such 90 day perod. Notce of a clam or of crcumstances whch may result n a clam shall be gven n wrtng to Commercal Lnes Clams, Phoenx Insurance Company Ltd. 53, Derech Hashalom, Gvataym 53454, Israel. If posted the date of postng shall consttute the date that notce was gven, and proof of postng shall be suffcent proof of notce. 8

9 v The Company or the Insured shall, as a condton precedent to the oblgatons of the Insurer under ths polcy, gve wrtten notce to the Insurer of any Clam made aganst an Insured as soon as practcable and ether: a b any tme durng the Polcy Perod or durng the Dscovery Perod; or wthn 30 days after the end of the Polcy Perod or the Dscovery Perod, as long as such Clam(s) s reported no later than 30 days after the date such Clam was frst made aganst an Insured. If, durng the Polcy Perod or durng the Dscovery Perod wrtten notce of a Clam aganst an Insured has been gven to the Insurer pursuant to the terms and condtons of ths polcy, then any Clam arsng out of, based upon or attrbutable to the facts alleged n the Clam prevously notfed to the Insurer or allegng a Sngle Wrongful Act whch s the same as or related to any Wrongful Act alleged n the prevously notfed Clam, shall be consdered made aganst the Insured and reported to the Insurer at the tme the frst notce was gven. If durng the polcy perod or durng the dscovery perod, the company or the nsured shall become aware of any crcumstances whch may reasonably be expected to gve rse to a clam beng made aganst an nsured and shall gve wrtten notce to the nsurer of the crcumstances and the reasons for antcpatng a clam, wth full partculars as to dates and persons nvolved, then any clam whch s subsequently made aganst an nsured and reported to the nsurer arsng out of, based upon or attrbutable to the crcumstances or allegng any wrongful act whch s the same as or related to any wrongful act alleged or contaned n those crcumstances, shall be consdered made aganst the nsured and reported to the nsurer at the tme the notce of the crcumstances was frst gven. 5.6 Advancement of Costs 5.7 How Defence Wll Be Conducted The Insurer shall advance to the Insured or the Company Defence Costs under all nsurance covers under ths polcy before the fnal dsposton of the Clam. The advance payments by the Insurer shall be repad to the Insurer by the Company or the Insured, severally accordng to ther respectve nterests, n the event and to the extent that the Company or the Insured shall not be enttled to payment of the Loss under the terms and condtons of ths polcy. In the event and to the extent that the Company s permtted or requred to ndemnfy the Insured but for whatever reason fals to do so, the Insurer wll advance all Defence Costs to the Insured on behalf of the Company. In ths case, however, the retenton amount specfed n Item 4 of the Schedule shall be repad by the Company to the Insurer, unless the Company s nsolvent. The Insured shall have the rght and duty to defend and contest any Clam. The Insurer shall have the rght to effectvely assocate wth the Insured and the Company n the defence and settlement of any Clam that appears reasonably lkely to nvolve the Insurer, ncludng but not lmted to effectvely assocatng n the negotaton of any settlement. The Insured shall not admt or assume any lablty, enter nto any settlement agreement, stpulate to any judgement or ncur any Defence Costs wthout the pror wrtten consent of the Insurer as a condton precedent to the Insurer s lablty for Loss arsng out of the Clam. Only those settlements, stpulated judgements and Defence Costs whch have been consented to by the Insurer shall be recoverable as Loss under the terms of ths polcy. The Insurer s consent shall not be unreasonably wthheld, provded that the Insurer shall be enttled to effectvely assocate n the defence and the negotaton of any settlement of any Clam n order to reach a decson as to reasonableness. 9

10 The company and the nsured shall gve the nsurer full co-operaton and all nformaton as t may reasonably requre as a condton precedent to the nsurer s lablty for loss arsng out of the clam. In the event that a dspute arses between the nsurer and the nsured regardng whether or not to contest any legal proceedngs, nether the nsured nor the company shall be requred to contest any legal proceedngs unless a Queen s Counsel or equvalent (to be mutually agreed by the polcyholder and the nsurer) shall advse that the proceedngs should be contested. The cost of the Queen s Counsel shall be borne by the nsurer. 5.8 Allocaton The Insurer has no oblgaton under ths Polcy for Defence Costs ncurred by the Company, or any judgements rendered aganst or settlements by the Company, or any oblgaton to pay Loss arsng out of any legal lablty that the Company has to the thrd party Clamant. Accordngly, wth respect to: a Defence Costs jontly ncurred by; b c any jont settlement made by; and/or any adjudcated judgement of jont and several lablty rendered aganst The Company and any Insured, the Company and the Insured and the Insurer agree to use ther best efforts to determne a far and proper allocaton of the amounts as between the Company and the Insured and the Insurer, takng nto account the relatve legal and fnancal exposures of and the relatve benefts obtaned by the Insured and the Company. In the event that any Clam nvolves both covered matters and matters not covered under ths polcy, a far and proper allocaton of any Defence Costs, judgements and/or settlements shall be made between the Company, the Insured and the Insurer takng nto account the relatve legal and fnancal exposures attrbutable to covered matters and matters not covered under ths polcy. In the event that a determnaton as to the amount of Defence Costs to be advanced to the Insured, under ths polcy cannot be agreed to, then the Insurer shall advance Defence Costs whch the Insurer states to be far and proper untl a dfferent amount shall be agreed upon or determned pursuant to the provsons of ths polcy and applcable law. 5.9 Cancellaton Clause Ths polcy may be cancelled by the Polcyholder at any tme only by malng wrtten pror notce to the Insurer or by surrender of ths polcy to the Insurer or to ts authorsed agent. Ths polcy may also be cancelled by or on behalf of the Insurer by delverng to the Polcyholder, or by malng to the Polcyholder, by regstered, certfed, or other frst class mal, at the Polcyholder s address as shown n Item 1 of the Schedule, wrtten notce statng when, not less than sxty (60) days thereafter, the cancellaton shall be effectve. The malng of such notce as aforesad shall be suffcent proof of notce. The polcy perod termnates at the date and hour specfed n such notce, or at the date and tme of surrender. If ths polcy shall be cancelled by the Polcyholder, the Insurer shall retan the customary short rate proporton of the premum hereon. If ths polcy shall be cancelled by the Insurer, the Insurer shall retan the pro rata proporton of the premum hereon. Payment or tender of any unearned premum by the Insurer shall not be a condton precedent to the effectveness of cancellaton but such payment shall be made as soon as practcable. 10

11 5.10 Subrogaton In the event of any payment under ths polcy, the Insurer shall be subrogated to the extent of such payment to all of the Company s and the Insured s rghts of recovery n respect of the payment, and the Company and the Insured shall execute all papers requred and shall do everythng that may be necessary to secure any rghts ncludng the executon of any documents necessary to enable the nsurer effectvely to brng sut n the name of the Company and/or the Insured 5.11 Other Insurance a b Where any lablty coved under ths polcy s nsured by more than one Insurer for overlappng perods, the Insured and/or the company wll notfy the fact to the Insurer, mmedately after the double nsurance s effected or after he becomes aware of t n accordance wth the nstructons of Secton 59 of the Insurance Contract Law If the Insured and/or the Company receved ndemndcaton from another polcy whch nsures the same lablty covered under ths polcy, the amount ndemnfed wll be reducted from the amount whch the Insured and or the Company are enttled to under ths polcy Notce and Authorty It s agreed that the Polcyholder shall act on behalf of ts Subsdares and all Insureds wth respect to the gvng and recevng of notce under ths polcy, ncludng the gvng of notce of Clam, the payment of premums that may become due under ths polcy, the recept and acceptance of any endorsements ssued to form a part of ths polcy and the exercsng or declnng to exercse any rght to a Dscovery Perod Assgnment Ths polcy and any rghts hereunder cannot be assgned wthout wrtten consent of the Insurer Jursdcton and Governng Law 5.15 Plurals and Ttles Any nterpretaton of ths polcy relatng to ts constructon, valdty or operaton shall be made n accordance wth the laws of the State of Israel. The partes agree to submt to the exclusve jursdcton of the courts n the State of Israel (Tel Avv or Jerusalem). The ttles of these paragraphs are for convenence only and do not lend any meanng to ths contract. In ths polcy words n talcs have specal meanng and are defned. 11