# SECTION IV
## CONDITIONS

### A. APPEALS
If YOU or any of the underlying insurers elect not to appeal a judgment in excess of the limits of liability afforded by the UNDERLYING INSURANCE, or any OTHER INSURANCE available to YOU, WE may elect to appeal; OUR limit of liability shall not be increased because of the appeal, except that WE will make the appeal at OUR cost and expense.

### B. ASSIGNMENT
Interest in this policy may not be transferred to another, except by an endorsement issued by US which gives OUR consent. If YOU are bankrupt or insolvent, or if YOU die, this policy shall cover YOUR legal representative(s), but only while acting within the scope of their duties as such.

### C. BANKRUPTCY AND INSOLVENCY
Bankruptcy and insolvency of YOU, or YOUR estate will not relieve US of OUR obligations under this policy.

### D. CANCELLATION
This policy may be cancelled by the first Named Insured by mailing to US written notice stating when such cancellation shall be effective.

This policy may be cancelled by US by mailing to the first Named Insured at YOUR last known address, written notice stating when, not less than sixty (60) days thereafter, fifteen (15) days if cancellation is for non-payment of any unpaid portion of the premium, such cancellation shall be effective. The mailing of notice shall be sufficient proof of notice. The effective date and hour of cancellation stated in the notice shall be the end of the policy period.

If YOU cancel, earned premium shall be computed in accordance with the applicable short rate table or procedure. IF WE cancel, earned premium shall be computed pro-rata. Premium adjustment may be made at the time cancellation becomes effective. OUR check or the check of OUR representative mailed to YOU shall be sufficient proof of any refund or premium due YOU.

### E. CHANGES
This policy may be changed only by an endorsement issued by US to form a part of the policy.

### F. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT
1. YOU must see to it that WE receive prompt notice of an OCCURRENCE or an offense which may result in a claim. Notice should include:
   a. How, when and where the OCCURRENCE or offense took place;
   b. The names and address of any injured persons and witnesses.
2. If a claim is made or suit brought against YOU, YOU must see to it that WE receive written notice of the claim or suit as soon as practicable.
3. YOU and any other involved insured must:
   a. Immediately send US copies of any demands, notices, summons or legal papers received in connection with the claim or suit.
   b. Authorize US to obtain records and other information;
   c. Cooperate with US in the investigation, settlement or defense of the claim or suit;
   d. Assist US, upon OUR request, in the enforcement of any right against any person or organization which may be liable to YOU because of injury or damage to which this policy may also apply.
4. YOU shall not make or authorize an admission of liability or attempt to settle or otherwise dispose of any claim or suit without OUR written consent.
G. INSPECTION AND AUDIT
WE shall be permitted but not obligated to inspect YOUR property and operations. Neither OUR right to make inspections nor the making thereof nor any report thereon shall constitute an undertaking, on behalf of or for the benefit of YOU or others, to determine or warrant that such property or operations are safe.
WE may examine and audit YOUR books and records during this policy period and extensions thereof and within three (3) years after the final termination of this policy.

H. LEGAL ACTION AGAINST US
No person or organization has a right under this policy to:
1. Join US as a party or otherwise bring US into a SUIT asking for damages from YOU;
2. Sue US, unless all of the terms of this policy have been fully complied with.
A person or organization may sue US to recover on an agreed settlement or on a final judgement against YOU obtained after trail. WE will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable limit of this policy. An agreed settlement means a settlement and release of liability signed by US, YOU, and the claimant or the claimant's legal representative.
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE DEPARTMENT. HOWEVER, SUCH FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAWS AND REGULATIONS.