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<br />EPS++ <br />tech + pro + media + security + privacy <br /> <br />GSL2302XX (Ed 6/11) <br />Page 24 <br />Copyright © 2011 CNA. All Rights Reserved. <br />I. NO ACTION AGAINST INSURER <br />No action shall be taken against the Insurer unless, as a condition precedent, there shall have been full <br />compliance with all the provisions of this Policy nor until the amount of the Insureds obligation to pay shall have <br />been finally determined either by final and nonappealable judgment against the Insureds after trial or by written <br />agreement of the Insureds, the claimant and the Insurer. <br />No person or organization shall have any right under this Policy to join the Insurer as a party to any Claim against <br />the Insureds to determine the Insureds liability, nor shall the Insurer be impleaded by the Insureds or their legal <br />representatives in any such Claim. <br />J. ASSIGNMENT OF INTEREST <br />Assignment of interest under this Policy does not bind the Insurer unless the Insurer’s consent to such <br />assignment is endorsed to this Policy. <br />K. COVERAGE FOR NEW SUBSIDIARIES <br />1. Other than an entity described in paragraph 2. below, if, after the effective date of this Policy the Insured <br />Entity first has Management Control of any entity then such entity and its subsidiaries, directors, officers, <br />trustees, managers, members, partners or employees who otherwise would thereby become an Insured, <br />shall be covered under this Policy, subject to its terms and conditions. <br />2. If, after the effective date of this Policy, the Insured Entity first has Management Control of an entity where <br />the total revenues (as reflected in the most recent audited consolidated financial statements of such entity <br />and the Insured Entity) exceeds ten percent (10%) of the combined total revenues of all Insured Entities, as <br />of the inception date of this Policy, then the Insurer, at its sole option upon submission of such information as <br />the Insurer may require, and payment of any additional premium or amendment of the provisions of the <br />Policy, may agree to provide coverage for such entity and its subsidiaries, directors, officers, managers, <br />members, partners or employees. <br />L. CHANGE OF STATUS OF INSUREDS <br />1. Takeover of the Named Insured <br />In the event of a Takeover of the Named Insured, coverage under this Policy shall continue until this Policy <br />is otherwise terminated, but only with respect to Claims for Wrongful Acts occurring before the effective date <br />of the Takeover, unless: <br />a. the Insurer is notified in writing of the Takeover prior to the Takeover effective date and agrees in writing <br />to provide coverage for Wrongful Acts occurring on or after such effective date; and, <br />b. the Named Insured accepts any additional terms, conditions and exclusions and pays any additional <br />premium charge required by the Insurer. <br /> 2. Cessation of Subsidiary <br />If any organization ceases to be a Subsidiary, coverage under this Policy or any renewal of this Policy, shall <br />continue until this Policy is otherwise terminated, but only with respect to Claims for Wrongful Acts occurring <br />before the effective date of such cessation, unless: <br />DocuSign Envelope ID: 57A293A7-E790-41D7-BF18-E42777ABBC47