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MISCELLANEOUS PROFESSIONAL LIABILITY POLICY <br /> <br />MPL 00 00 12 23 Page 7 of 14 <br /> <br />on, arising out of, directly or indirectly resulting <br />from, in consequence of or in any way involving: <br />1. Any fact, circumstance, transaction, event or <br />Wrongful Act that: <br />a. before the First Inception Date was the <br />subject of any notice of claim or loss, or <br />notice of potential claim or potential <br />loss, given under any other policy of in- <br />surance; or <br />b. which, as of the First Inception Date <br />any Insured had knowledge and that <br />was reasonably likely to give rise to a <br />Claim that would fall within the scope of <br />the insurance afforded by this policy; or <br />c. any other Wrongful Act whenever oc- <br />curring, which together with a Wrongful <br />Act described in a. or b. above, consti- <br />tute one Wrongful Act as defined in this <br />policy; <br />2. Any demand, suit or other proceeding pend- <br />ing, or order, decree or judgment entered: <br />a. against any Insured on or prior to the <br />First Inception Date or any Wrongful <br />Act, fact, circumstance or situation un- <br />derlying or alleged therein; or <br />b. any other Wrongful Act whenever oc- <br />curring, which, together with a Wrongful <br />Act described in a. above, constitute <br />one Wrongful Act as defined in this pol- <br />icy. <br />SECTION IV – WHERE AND WHEN THE <br />COMPANY INSURES <br />A. Where The Company Insures <br />Coverage under this policy applies to Wrongful <br />Acts committed anywhere and to Claims made <br />in the jurisdiction of the United States of America <br />(including its territories and possessions), Puerto <br />Rico and Canada. If Damages or Claim Ex- <br />pense are paid in a currency other than United <br />States of America dollars, then the payment un- <br />der this policy will be considered to have been <br />made in United States dollars at the conversion <br />rate published in The Wall Street Journal at the <br />time of the payment. <br />B. When The Company Insures <br />1. Claims First Made <br />This insurance applies when a Claim is first <br />made against any Insured during the Policy <br />Period. To be covered, the Claim must also <br />arise from a Wrongful Act committed during <br />the Policy Period, except as otherwise pro- <br />vided below in SECTION – IV, Section B. <br />When The Company Insures, Paragraphs <br />2 and 3. The Company will consider a <br />Claim to be first made against an Insured <br />when a written Claim is first received by any <br />Insured. <br />This insurance also applies to Claims under the <br />following conditions: <br />2. Prior Wrongful Acts <br />This policy will apply to a Claim first made <br />against any Insured arising from a Wrong- <br />ful Act committed between the Retroactive <br />Date and the Inception Date of the policy, <br />but only if all of the following conditions are <br />met: <br />a. The Claim is first made against any In- <br />sured during the Policy Period. The <br />Company will consider a Claim to be <br />first made against the Insured when a <br />Claim is received by any Insured; <br />b. No Insured knew, prior to the First In- <br />ception Date, of a circumstance that <br />could reasonably be expected to lead to <br />the Claim; and <br />c. There is no other valid and collectible <br />insurance applicable to the Claim. <br />3. Reported Wrongful Acts <br />This policy will apply to a Claim first made <br />against any Insured after the end of the <br />Policy Period, but only if all of the following <br />conditions are met: <br />a. The Wrongful Act giving rise to the <br />Claim is committed between the Retro- <br />active Date and the end of the Policy <br />Period; <br />b. Prior to the First Inception Date, no In- <br />sured knew of the Wrongful Act, al- <br />leged Wrongful Act or circumstance <br />that could reasonably be expected to <br />lead to the Claim; <br />EXHIBIT B <br />Docusign Envelope ID: 719DA141-AC44-83B6-8162-C79EED148CD3