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F00731 <br />022019 ed. <br />Page 23 of 24 <br />Subrogation <br />If any payment is made under this Policy and there is available to the Underwriters any <br />of the Insured’s rights of recovery against any other party,then the Underwriters will <br />maintain all such rights of recovery.The Insured will do whatever is reasonably <br />necessary to secure such rights and will not do anything after an incident or event giving <br />rise to a Claim or Loss to prejudice such rights.If the Insured has waived its right to <br />subrogate against a third party through written agreement made before an incident or <br />event giving rise to a Claim or Loss has occurred,then the Underwriters waive their <br />rights to subrogation against such third party.Any recoveries will be applied first to <br />subrogation expenses,second to Loss paid by the Underwriters,and lastly to the <br />Retention. Any additional amounts recovered will be paid to the Named Insured. <br />Other Insurance <br />The insurance under this Policy will apply in excess of any other valid and collectible <br />insurance available to any Insured unless such other insurance is written only as specific <br />excess insurance over this Policy.Provided,however,this Policy will become primary <br />and non-contributory insurance as respects any insurance maintained by an Additional <br />Insured if primary insurance is required by a contract in place between the Additional <br />Insured and the Insured Organization,but only with respect to any Claim arising solely <br />from the Media, Tech, Data & Network Liability insuring agreements. <br />Action Against the Underwriters <br />No action will lie against the Underwriters or the Underwriters'representatives unless and <br />until,as a condition precedent thereto,the Insured has fully complied with all provisions, <br />terms and conditions of this Policy and the amount of the Insured’s obligation to pay has <br />been finally determined either by judgment or award against the Insured after trial, <br />regulatory proceeding,arbitration or by written agreement of the Insured,the claimant, <br />and the Underwriters. <br />No person or organization will have the right under this Policy to join the Underwriters as <br />a party to an action or other proceeding against the Insured to determine the Insured’s <br />liability,nor will the Underwriters be impleaded by the Insured or the Insured’s legal <br />representative. <br />The Insured’s bankruptcy or insolvency of the Insured’s estate will not relieve the <br />Underwriters of their obligations hereunder. <br />Entire Agreement <br />By acceptance of the Policy,all Insureds agree that this Policy embodies all agreements <br />between the Underwriters and the Insured relating to this Policy.Notice to any agent,or <br />knowledge possessed by any agent or by any other person,will not effect a waiver or a <br />change in any part of this Policy or stop the Underwriters from asserting any right under <br />the terms of this Policy;nor will the terms of this Policy be waived or changed,except by <br />endorsement issued to form a part of this Policy signed by the Underwriters. <br />Mergers or Consolidations <br />If during the Policy Period the Named Insured consolidates or merges with or is <br />acquired by another entity,or sells more than 50%of its assets to another entity,then <br />this Policy will continue to remain in effect through the end of the Policy Period,but only <br />with respect to events,acts or incidents that occur prior to such consolidation,merger or <br />acquisition.There will be no coverage provided by this Policy for any other Claim or <br />Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE