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ATY-0001-00-0116 Page 12 of 16 © 2016 Attorney Protective. All rights reserved. 7. Policy Territory This Policy applies to a wrongful act taking place anywhere in the world, provided that the claim is made and suit is brought against the Insured within the United States of America, its territories or possessions, Puerto Rico or Canada. 8. Material Change a. The Named Insured shall immediately, but in no event later than thirty (30) days, report to us in writing any material change that occurs during the policy period. In each case of a material change, we shall have the right to decline coverage, or to accept or alter coverage and charge an additional premium for the material change. This Policy shall provide no coverage with respect to any claim made against any Insured where a material change has occurred, or based upon or arising from any wrongful act committed or allegedly committed on or subsequent to the time and date of any acquisition, merger or dissolution if we have not been notified of such material change. b. A material change includes, but is not limited to, the following: (1) A twenty-five percent (25%) increase or decrease in the total number of attorneys covered in this Policy as represented in the Application; (2) Any mergers, acquisitions, spin-offs, dissolutions or splits involving the Named Insured; however, the Named Insured must provide written notice to us prior to the completion of this activity; (3) Financial impairment of the Named Insured, including but not limited to the appointment of a receiver, conservator, liquidator, or trustee for the Named Insured, or if the Named Insured has become a debtor in possession under bankruptcy laws; (4) When any lawyer joining the Named Insured during the policy period is aware of any claim or potential claim that had been alleged against that lawyer prior to joining the Named Insured; or, (5) When any lawyer joining the Named Insured during the policy period is subject to any disciplinary proceeding by any court or bar association or has been reprimanded, censured or disbarred or prohibited from practicing law in a specific area before any court or administrative agency. 9. Other Insurance The insurance provided for in this Policy shall be excess over all other valid and collectible insurance, whether such insurance is stated to be primary, contributory, excess, umbrella, contingent or otherwise . In no event shall we be responsible under this Policy for a greater proportion of such damages and claim expenses than the Limit of Liability under this Policy bears to the total limits of liability under all applicable insurance issued by all companies unless such other insurance is specifically purchased to apply in excess of the Limits of Liability of this Policy. 10. Waiver Our failure to insist on strict compliance with any of the terms, provisions or conditions of this Policy, or the failure to exercise any provision, right or privilege under this Policy, shall not operate as, nor be construed as, a waiver or change to any provision of this Policy. None of the provisions of this Policy will be waived, changed or modified unless made by written endorsement to this Policy and signed by our authorized representative. 11. Cancellation and Nonrenewal a. This Policy may be canceled by the Named Insured by providing written notice to us. The cancellation shall be effective on the date specified by the Named Insured or the date the notice is received by us, whichever is later. b. If we cancel this Policy, the earned premium shall be computed pro rata. If the Named Insured cancels this Policy, the Policy premium will be the amount calculated in accordance with the standard short rate tables and procedures. Premium adjustments shall be made within a reasonable period of time after cancellation. c. If we cancel or non-renew this Policy for any reason other than non-payment of premium, we shall provide written notice to the Named Insured not less than thirty (30) days prior to the effective date of the