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the Company or by any attorney designated by
<br />the Company to defend any Insured and all other
<br />fees, costs, costs of attachment or similar bonds
<br />(without any obligation on the part of the
<br />Company to apply for or furnish such bonds)
<br />resulting from the investigation, adjustment,
<br />defense and appeal of a Claim, but does not
<br />include salaries, wages, overhead or benefits
<br />expenses of any Insured.
<br />D. "Company" means the insurer identified in the
<br />Policy Declarations.
<br />E. "Disciplinary Proceeding" means any
<br />proceeding by a licensing board, accreditation
<br />body or governmental agency with authority to
<br />regulate the Professional Services performed
<br />by an Insured or to investigate charges of wrong
<br />doing by an Insured in the rendering or failing to
<br />render Professional Services.
<br />F. "Domestic Partner' means any natural person
<br />qualifying as a domestic partner under the
<br />provisions of any applicable federal, state or local
<br />law.
<br />G. "Insured" means:
<br />1. The individual, partnership, corporation or
<br />other entity specified as the Named Insured
<br />in ITEM I. of the Policy Declarations and shall
<br />include any partner, director, officer or
<br />employee thereof while acting within the
<br />scope of their duties as such;
<br />2. Any former or retired partner, director, officer
<br />or employee of the Named Insured, but only
<br />for those Professional Services rendered
<br />on behalf of the Named Insured or
<br />Subsidiary prior to the date of separation or
<br />retirement from the Named Insured or
<br />Subsidiary;
<br />3. Any independent contractor under contract
<br />with the Named Insured while acting solely
<br />on the Named Insured's behalf;
<br />4. Any Subsidiary of the Named Insured;
<br />5. In the event of death, incompetency,
<br />insolvency or bankruptcy of any Insured,
<br />such Insured's legal representative while
<br />acting within the scope of his or her duties as
<br />such.
<br />H. "Loss' means damages and settlements and
<br />pre -judgment and post -judgment interest
<br />awarded by a court and punitive or exemplary
<br />damages to the extent such damages are
<br />insurable under applicable law, but does not
<br />include that portion of any multiplied damage
<br />award which exceeds the amount multiplied,
<br />criminal or civil fines or penalties imposed by law,
<br />taxes, matters deemed uninsurable under the law
<br />pursuant to which this Policy shall be construed,
<br />or the return or dispute over, in whole or in part,
<br />of any fees charged or collected by the Insured.
<br />For the purpose of determining the insurability of
<br />punitive damages and exemplary damages, the
<br />SP (07-09)
<br />laws of the jurisdiction most favorable to the
<br />insurability of such damages shall control,
<br />provided that such jurisdiction has a substantial
<br />relationship to the Named Insured or to the
<br />Claim giving rise to the damages.
<br />I. "Named Insured" means the Named Insured
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<br />stated in the Policy Declarations.
<br />"Parent Organization" means any entity that
<br />owns more than fifty percent (50%) of the Named
<br />Insured as of the effective date of this Policy.
<br />"Personal Injury" means:
<br />1. Wrongful entry or eviction or other invasion of
<br />private occupancy; or
<br />2. The publication or utterance of a libel or
<br />slander or other defamatory or disparaging
<br />material, including libel, slander, defamation
<br />or disparagement of the goods, products or
<br />services of a third -party; or
<br />3. A publication or an utterance constituting an
<br />invasion, infringement or interference with a
<br />third-party's right of privacy or publicity; or
<br />4. False arrest, detention or imprisonment or
<br />malicious prosecution.
<br />"Policy Period" means the period from the
<br />effective date of this Policy set forth in the Policy
<br />Declarations to the expiration date or the
<br />effective date of cancellation or non -renewal, if
<br />any.
<br />"Professional Services" means services
<br />rendered to others for a fee solely in the conduct
<br />of the Insured's profession as stated in ITEM VIII.
<br />of the Policy Declarations, including such
<br />services provided electronically utilizing the
<br />Internet or a network of two or more computers.
<br />"Subsidiary" means, for the purpose of this
<br />Policy, any entity which is more than fifty percent
<br />(50%) owned or controlled by the Named
<br />Insured as of the effective date of this Policy and
<br />is disclosed as a subsidiary in an Application to
<br />the Company or any entity which becomes more
<br />than fifty percent (50%) owned or controlled by
<br />the Named Insured during the Policy Period
<br />subject to the provisions of Section XXI. of this
<br />Policy.
<br />"Third Party Discrimination" means
<br />discrimination by an Insured against any person
<br />with whom an Insured in their capacity as such
<br />interacts while providing Professional Services
<br />related to the conduct of the Named Insured's
<br />business on the basis of age, sex, race, color,
<br />religion, disability, pregnancy, familial status,
<br />marital status, national origin, sexual preference
<br />or other protected class or characteristic
<br />established under applicable federal, state or
<br />local statute or ordinance.
<br />"Wrongful Act" means any actual or alleged
<br />error, omission or neglig
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