2025-378-E-IT Dept-RecTrac-Remove CYMS module

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Docusign Envelope ID:C101DF94-8EEA-4210-A163-1FB71C9DF46C CNA E PS+ tech + pro + media + security + privacy I. NO ACTION AGAINST INSURER No action shall be taken against the Insurer unless, as a condition precedent, there shall have been full compliance with all the provisions of this Policy nor until the amount of the Insureds obligation to pay shall have been finally determined either by final and nonappealable judgment against the Insureds after trial or by written agreement of the Insureds, the claimant and the Insurer. No person or organization shall have any right under this Policy to join the Insurer as a party to any Claim against the Insureds to determine the Insureds liability, nor shall the Insurer be impleaded by the Insureds or their legal representatives in any such Claim. J. ASSIGNMENT OF INTEREST Assignment of interest under this Policy does not bind the Insurer unless the Insurer's consent to such assignment is endorsed to this Policy. K. COVERAGE FOR NEW SUBSIDIARIES 1. Other than an entity described in paragraph 2. below, if, after the effective date of this Policy the Insured Entity first has Management Control of any entity then such entity and its subsidiaries, directors, officers, trustees, managers, members, partners or employees who otherwise would thereby become an Insured, shall be covered under this Policy, subject to its terms and conditions. 2. If, after the effective date of this Policy, the Insured Entity first has Management Control of an entity where the total revenues (as reflected in the most recent audited consolidated financial statements of such entity and the Insured Entity) exceeds ten percent(10%) of the combined total revenues of all Insured Entities, as of the inception date of this Policy, then the Insurer, at its sole option upon submission of such information as the Insurer may require, and payment of any additional premium or amendment of the provisions of the Policy, may agree to provide coverage for such entity and its subsidiaries, directors, officers, managers, members, partners or employees. L. CHANGE OF STATUS OF INSUREDS 1. Takeover of the Named Insured In the event of a Takeover of the Named Insured, coverage under this Policy shall continue until this Policy is otherwise terminated, but only with respect to Claims for Wrongful Acts occurring before the effective date of the Takeover, unless: a. the Insurer is notified in writing of the Takeover prior to the Takeover effective date and agrees in writing to provide coverage for Wrongful Acts occurring on or after such effective date; and, b. the Named Insured accepts any additional terms, conditions and exclusions and pays any additional premium charge required by the Insurer. 2. Cessation of Subsidiary If any organization ceases to be a Subsidiary, coverage under this Policy or any renewal of this Policy, shall continue until this Policy is otherwise terminated, but only with respect to Claims for Wrongful Acts occurring before the effective date of such cessation, unless: GSL2302XX (Ed 6/11) Page 24 Copyright©2011 CNA. All Rights Reserved.