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2. because of noncompliance with Section B, CONDITIONS relating to the giving of <br /> notice to the Company with respect to which any other Insured shall be in default <br /> solely because of the default or concealment of such default by one or more partners <br /> or employees responsible for the loss or damage otherwise insured hereunder, <br /> the Company agrees that such insurance as would otherwise be afforded under this policy <br /> shall apply with respect to each and every Insured who did not personally commit or <br /> personally participate in committing one or more of the acts, errors, or omissions described <br /> in any such exclusion or condition; provided that if the condition be one with which such <br /> Insured can comply, after receiving knowledge thereof, the Insured entitled to the benefit of <br /> the Waiver of Exclusions and Breach of Conditions shall comply with such conditions <br /> promptly after obtaining knowledge of the failure of any other Insured or employee to <br /> comply therewith. <br /> With respect to provision C.1. above, the Company's obligation to pay in the event of such <br /> waiver shall be in excess of the deductible and in the excess of the full extent of any assets <br /> in the firm of any Insured who is not a beneficiary to the waiver. <br /> D. Assignment: The interest of the Named Insured is not assignable. If any Insured shall die <br /> or be adjudged incompetent, this insurance shall thereupon terminate for such person but <br /> shall cover the Insured's legal representative as the Insured with respect to liability <br /> previously incurred and covered by this insurance. Pro rata return premium will be computed <br /> from the date of termination. <br /> E. Legal Action Against the Company: A person or organization may bring a suit against the <br /> Company including, but not limited to, a suit to recover on an agreed settlement or on a final <br /> judgment against an Insured; but the Company will not be liable for Damages that are not <br /> payable under the terms of this policy or that are in excess of the applicable limit of <br /> insurance. An agreed settlement means a settlement and release of liability signed by the <br /> Company, the Insured and the claimant or the claimant's legal representative. <br /> However, no action by an Insured shall lie against the Company unless there has been full <br /> compliance with all of the terms of this policy. <br /> F. Conformity to Statute: Notwithstanding anything contained herein to the contrary, in the <br /> event that any terms or conditions of this contract conflict with any law applicable to the <br /> coverage afforded hereunder, the terms of this contract shall by this statement be amended <br /> to conform to such law or laws. <br /> G. Other Insurance: if there is other valid insurance (whether primary, excess, contingent or <br /> self-insurance), against a Claim covered by this policy the insurance provided hereunder <br /> shall be deemed excess insurance over and above the applicable limit of all other insurance <br /> or self-insurance. This policy is written as Specific Excess of coverage available under any <br /> Extenders Reporting Period, Optional Extended Reporting Period and Automatic Extended <br /> Reporting Period or similar period in any prior policy or policies. <br /> When this insurance is excess, the Company shall have no duty under this policy to defend <br /> any Claim or suit that any other insurer or self-insurer has a duty to defend. If such other <br /> insurer or self-insurer refuses to defend such Claim or suit, the Company shall be entitled to <br /> the Insured's rights against all such other insurers or self-insurers for any Claim Expenses <br /> incurred by the Company. <br /> When both this insurance and other insurance or self-insurance apply to the Claim on the <br /> same basis, whether primary, excess or contingent, the Company she Is <br /> this policy for a greater proportion of the Damages or Claim Expense Risk W*gmedo <br /> !' L REmEwm&APPRov®ar. <br /> ® RisicManagement Spedalist <br /> 05 LPL0002 05 04 17 <br />