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POLICY NO. :PAAEP0168601 <br /> 17. SUBROGATION <br /> In the event of any Claim under this Policy, the Insurer shall be subrogated to all of the Insured's <br /> rights of recovery against any person or entity, and the Insured shall execute and deliver to the <br /> Insurer any and all necessary documentation, instruments and records and do whatever else is <br /> necessary to secure and enforce such rights. The Insured shall take no action after such Claim is <br /> made against it which prejudices such rights of Insurer. <br /> The Insurer agrees to waive their rights of recovery against any client of the Named Insured for a <br /> Claim to the extent the Named Insured had, prior to such Claim, a written agreement to waive <br /> such rights. <br /> 18. ASSIGNMENT <br /> No assignment or transfer of any Insured's rights under this Policy shall bind the Insurer. If an <br /> Insured shall die or be adjudged incompetent, such insurance shall cover that Insured's legal <br /> representative as an Insured as would be permitted by this Policy. <br /> 19. MERGERS AND ACQUISITIONS <br /> A. Takeover of Named Insured <br /> If, during the Policy Period: <br /> 1. any person or entity or group of persons or entities acting in concert acquires <br /> securities resulting in ownership by such person(s) or entity(ies) of more than 50%s of <br /> the outstanding securities representing the present right to vote for the election of <br /> directors or equivalent positions of the Named Insured; or <br /> 2. the Named Insured merges into or consolidates with another organization such that <br /> the Named Insured is not the surviving organization, <br /> then coverage under this Policy shall continue but only for any, otherwise covered, negligent <br /> act, error or omission in rendering or failing to render Professional Services, Contracting <br /> Services, Technology Services or Media Activities occurring before such transaction. No <br /> coverage under this Policy will be available after such transaction unless otherwise <br /> specifically endorsed by the Insurer. Upon such transaction, the entire premium for this <br /> Policy will be deemed fully earned. The Insureds will also give the Insurer written notice of <br /> such transaction as soon as practicable, but not later than 90 days after the effective date of <br /> such transaction, <br /> B. Acquisition or Creation of New Subsidiary <br /> If, during the Policy Period, any Insured acquires, creates or merges with another <br /> organization such that the Insured is the surviving entity,then: <br /> 1. such newly acquired, created or merged organization shall be covered under this <br /> Policy after the effective date of such transaction; and <br /> 2. the Insureds will also give the Insurer written notice of such transaction as soon as <br /> practicable, but not later than 90 days after the effective date of such transaction. <br /> If the revenue of such newly acquired, created or merged organization exceeds 10% of the <br /> Named Insured's revenue for the most recently completed past 12 months, as set forth in <br /> their most recent application for insurance, then: <br /> 05 AEP0055 00 05 15 Page 19 of 21 <br /> 85892755 25-26 GL-HNOA-UL-WC-PL, 24-25 CYBER I Sherry Young 16/23/2025 3:07:46 PM (PDT) I Page 9 of 9 <br />