Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to identify and catalog coverage gaps, ambiguities, and concerns in the current Directors & Officers ("D&O") liability insurance tower maintained by Nexford Industrial Holdings Inc. ("Nexford" or "NIH" or the "Company") in advance of the July 1, 2022 renewal. This preliminary review is designed to inform renewal negotiation strategy and to flag areas requiring im

II. TOWER OVERVIEW A. Current D&O Tower Structure (July 1, 2021 – July 1, 2022) The Company's D&O liability insurance program is structured as a conventional layered tower with a primary policy, three excess follow-form layers, and a standalone Side-A Difference-in-Conditions ("DIC") policy providing dedicated coverage for individual directors and officers. The following table summarizes the incumbent tower: The aggr

III. IDENTIFIED COVERAGE GAPS AND CONCERNS Gap No. 1: Severability of the Application — Vandermeer Primary Severity: CRITICAL Affected Layer(s): Vandermeer National Insurance Company, Primary (VNI-DO-2021-88473) Description of Gap. The Vandermeer primary policy contains a severability clause in Section 12(b) of the General Conditions that is ambiguous as to whether the knowledge of one insured person can be imputed t