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<br />TCM-POL-001 (01/19) Page 14 of 16 <br />X. OTHER CONDITIONS <br />A. Cooperation <br />The Named Insured shall immediately send the Insurer copies of all demands, notices, summonses or legal <br />papers received in connection with a Claim or Loss.The Insured must do whatever is necessary to secure and <br />affect any rights of indemnity, contribution or apportionment that the Insured may have. The Insured shall <br />cooperate with counsel and the Insured shall refrain from discussing any Claim or Cyber Event with anyone <br />other than counsel retained to represent the Insured or the Insurer’s representatives. <br />All Insureds must fully assist and cooperate with the Insurer in the conduct, defense, investigation, negotiation <br />and settlement of any Claim or Loss. At the Insurer’s request, the Insured must submit to an examination <br />under oath, provide the Insurer with written statements as requested by the Insurer, attend meetings and <br />negotiations; and produce and make available all information, records, documents and other materials which the <br />Insurer deems relevant to the Claim or Loss. <br />As respects any Claim,theInsured must attend hearings, depositions, proceedings, trials and appeals; and <br />assist the Insurer in affecting settlements, securing and giving evidence and obtaining the attendance of <br />witnesses, and pursuing or enforcing any right of contribution or indemnity against a person or entity who may be <br />liable to any Insured. <br />Except as otherwise provided in Section II., Defense and Settlement of Claims, Part A., no Insured will, except at <br />its own cost, admit liability, settle a Claim , incur any expense to investigate a Claim, retain attorneys, incur <br />Claims Expenses, assume any other obligation or incur any other expense with respect to a Claim without the <br />Insurer’s prior written consent. Compliance with a statute or regulation that requires notice to government <br />authorities, regulatory authorities or to persons whose personal information may have been accessed by an <br />unauthorized individual, will not be considered an admission of liability for purposes of this clause. <br />B. Due Dispatch <br />The Insured Entity shall make every reasonable effort to restore operations as quickly as possible after a Cyber <br />Event. If the Insured Entity does not resume operations, or does not resume operations as quickly as possible, <br />the Insurer may reduce the payment of First Party Loss to the amount of First Party Loss based on the length <br />of time it would have taken to resume operations as quickly as possible. <br />C. Action Against the Insurer and Bankruptcy <br />1. No action shall be taken against the Insurer unless, as a condition precedent thereto, the Insureds shall <br />have fully complied with all the terms and conditions of this Policy, nor until the amount of the Insured’s <br />obligation to pay Damages for any Claim shall have been fully and finally determined either by judgment <br />against the Insured or by written agreement between the Insureds, the claimant, and the Insurer. <br />2. Nothing contained herein shall give any person or entity any right to join the Insurer as a party to any Claim <br />against the Insureds to determine their liability. Nor shall the Insurer be impleaded by the Insureds or their <br />legal representative in any Claim. <br />3. Bankruptcy or insolvency of the Insured or of the estate of the Insured shall not relieve the Insurer of its <br />obligations nor deprive the Insurer of its rights or defenses under this Policy. <br />D. Cancellation and Nonrenewal <br />1. This Policy may be canceled by the Named Insured by returning the Policy to the Insurer or its authorized <br />representatives, or the Named Insured can cancel this Policy by written notice to the Insurer, stating at what <br />future date cancellation is to be effective. If the Named Insured cancels, earned premium shall be computed <br />using the customary short rate table. Provided, however, the premium shall be deemed fully earned if any <br />Claim or Loss or other circumstance that could reasonably be the basis for a Claim or Loss is reported to <br />the Insurer on or before the date of cancellation. <br />2. The Insurer can cancel the Policy by written notice to the Named Insured, at the address listed in Item 1. of <br />the Declarations. The Insurer will provide written notice at least 30 days before cancellation is to be effective <br />DocuSign Envelope ID: 028D978E-DF71-4D79-863D-8360D7144DD8