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b. any civil judicial or administrative proceeding, including a Disciplinary Proceeding, mediation or arbitration initi- <br />ated against any Insured seeking to hold such Insured responsible for a Wrongful Act, including any appeal <br />therefrom; or <br />c. any request to toll the statute of limitations relating to a Wrongful Act. <br />A Claim shall be considered first made when any Insured or the Insured's legal representative or agent first receives <br />notice of the Claim. <br />"Claim Expenses" means reasonable and necessary legal fees and expenses incurred by the Insurer or by any <br />attorney designated by the Insurer to defend any Insured and all other fees, costs, costs of attachment or similar <br />bonds resulting from the investigation, adjustment, defense and appeal of a Claim, but does not include salaries, <br />wages, overhead or benefits expenses of any Insured. The Insurer has no obligation, however, to apply for or furnish <br />costs of attachment or similar bonds. Claim Expenses do not include any fees and expenses incurred prior to the <br />date the Insured first provided notice of a Claim to the Insurer. <br />"Damages" means monetary judgments or settlements, including but not limited to compensatory damages, pre- <br />judgment and post -judgment interest that an Insured is legally obligated to pay, and punitive or exemplary damages <br />to the extent such damages are insurable under applicable law, but shall not mean or include any of the following: <br />a. that portion of any multiplied damage award that exceeds the amount multiplied, criminal or civil fines or penalties <br />imposed by law, taxes, matters deemed uninsurable under the law pursuant to which this Policy shall be con- <br />strued; or <br />b. the return, reduction or dispute over any fees, deposits, expenses, costs, or commissions charged or collected by <br />the Insured. <br />For the purpose of determining the insurability of punitive damages or exemplary damages, the laws of the jurisdiction <br />most favorable to the insurability of such damages shall control that determination, provided that such jurisdiction has <br />a substantial relationship to the Named Insured or to the Claim giving rise to such punitive damages and exemplary <br />damages. <br />"Disciplinary Proceeding" means any proceeding by a licensing board, accreditation body or governmental agency <br />with authority to regulate the Professional Services performed by an Insured or to investigate charges of wrong- <br />doing by an Insured in the rendering or failing to render Professional Services. <br />"Employee" means any full time, part time, leased, or seasonal employee. <br />"Insured" means: <br />a. the Named Insured; <br />b. any past or present principal, partner, officer, director, or Employee of the Named Insured or Subsidiary (and if <br />the Named Insured is a partnership, limited liability partnership or limited liability company, then any general or <br />managing partner or principal thereof), but only with respect to Professional Services performed on behalf of the <br />Named Insured or any Subsidiary; <br />c. any independent contractors who are natural persons, but solely with respect to Professional Services per- <br />formed on behalf of the Named Insured or Subsidiary; <br />d. any Subsidiary, but solely with respect to Wrongful Acts which occur while it is a Subsidiary; <br />e. in the event of bankruptcy, death, incapacity, incompetency, or insolvency of any Insured described in paragraph <br />b. above, such Insured's legal representative while acting within the scope of his or her duties as such; <br />f. any joint venture entered into by the Named Insured or Subsidiary, but solely for the negligence of the Named <br />Insured or Subsidiary in the rendering of Professional Services under the respective joint venture; <br />RTP 101 (02/17) <br />Insured <br />Page 3 of 10 <br />