Common use of Legal Proceedings and Judgments Clause in Contracts

Legal Proceedings and Judgments. (a) Except as set forth in Section 5.10(a) of the NORCAL Disclosure Schedule, neither NORCAL nor any NORCAL Subsidiary is a party to any, and there are no pending or, to the Knowledge of NORCAL, threatened, legal, administrative, arbitral or other inquiries, proceedings, claims (whether asserted or unasserted), actions or governmental or regulatory or applicable industry self regulatory organization (including, without limitation, the National Association of Insurance Commissioners) investigations of any nature (including noncontractual claims, bad faith claims and claims against any directors or officers of NORCAL or any NORCAL Subsidiary, but excluding coverage and other claims made with respect to insurance policies issued by NORCAL or any NORCAL Insurance Subsidiary for which adequate claims reserves have been established in accordance with SAP and generally accepted actuarial principles) against NORCAL, any NORCAL Subsidiary, any of their respective businesses or assets, any assets of any other Person which are used in any of the business or operations of NORCAL or any NORCAL Subsidiary, any directors or officers of NORCAL or any NORCAL Subsidiary, or the transactions contemplated by this Agreement, or challenging the validity or propriety of the transactions contemplated by this Agreement, other than, in each case, as would not be material to NORCAL and the NORCAL Subsidiaries, taken as a whole. (b) Except as set forth in Section 5.10(b) of the NORCAL Disclosure Schedule, there is no injunction, order, judgment, decree, or regulatory restriction (including noncontractual claims, bad faith claims and claims against any directors or officers of NORCAL or any NORCAL Subsidiary, but excluding coverage and other claims made with respect to insurance policies issued by NORCAL or any NORCAL Insurance Subsidiary for which 33 43126503 v1 (c) Except as set forth in Section 5.10(c) of the NORCAL Disclosure Schedule, to the Knowledge of NORCAL, since December 31, 2016 no breach of contract, breach of fiduciary duties under ERISA, bad faith, breach of warranty, tort, negligence, infringement, fraud, discrimination, wrongful discharge or other claim of any nature has been asserted or threatened against NORCAL or any NORCAL Subsidiary.

Legal Proceedings and Judgments. (a) Except as set forth in Section 5.10(a) of the NORCAL Disclosure Schedule, neither NORCAL nor any NORCAL Subsidiary is a party to any, and there are no pending or, to the Knowledge of NORCAL, threatened, legal, administrative, arbitral or other inquiries, proceedings, claims (whether asserted or unasserted), actions or governmental or regulatory or applicable industry self regulatory organization (including, without limitation, the National Association of Insurance Commissioners) investigations of any nature (including noncontractual claims, bad faith claims and claims against any directors or officers of NORCAL or any NORCAL Subsidiary, but excluding coverage and other claims made with respect to insurance policies issued by NORCAL or any NORCAL Insurance Subsidiary for which adequate claims reserves have been established in accordance with SAP and generally accepted actuarial principles) against NORCAL, any NORCAL Subsidiary, any of their respective businesses or assets, any assets of any other Person which are used in any of the business or operations of NORCAL or any NORCAL Subsidiary, any directors or officers of NORCAL or any NORCAL Subsidiary, or the transactions contemplated by this Agreement, or challenging the validity or propriety of the transactions contemplated by this Agreement, other than, in each case, as would not be material to NORCAL and the NORCAL Subsidiaries, taken as a whole. . (b) Except as set forth in Section 5.10(b) of the NORCAL Disclosure Schedule, there is no injunction, order, judgment, decree, or regulatory restriction (including noncontractual claims, bad faith claims and claims against any directors or officers of NORCAL or any NORCAL Subsidiary, but excluding coverage and other claims made with respect to insurance policies issued by NORCAL or any NORCAL Insurance Subsidiary for which 33 43126503 v1adequate claims reserves have been established) imposed upon NORCAL, any NORCAL Subsidiary or the assets of NORCAL or any NORCAL Subsidiary. (c) Except as set forth in Section 5.10(c) of the NORCAL Disclosure Schedule, to the Knowledge of NORCAL, since December 31, 2016 no breach of contract, breach of fiduciary duties under ERISAXXXXX, bad faith, breach of warranty, tort, negligence, infringement, fraud, discrimination, wrongful discharge or other claim of any nature has been asserted or threatened against NORCAL or any NORCAL Subsidiary.

Legal Proceedings and Judgments. (a) Except as set forth in Section 5.10(a3.11(a) of the NORCAL NCRIC Disclosure Schedule, neither NORCAL NCRIC nor any NORCAL NCRIC Subsidiary is a party to any, and there are no pending or, to the Knowledge knowledge of NORCALNCRIC, threatened, legal, administrative, arbitral or other inquiries, proceedings, claims (whether asserted or unasserted), actions or governmental or regulatory or applicable industry self regulatory organization (including, without limitation, the National Association of Insurance Commissioners) SRO investigations of any nature (including noncontractual claims, bad faith claims and claims against any directors or officers of NORCAL NCRIC or any NORCAL NCRIC Subsidiary, but excluding coverage and other claims made with respect to insurance policies issued by NORCAL or any NORCAL NCRIC Insurance Subsidiary for which adequate claims reserves have been established in accordance with SAP and generally accepted actuarial principlesestablished) against NORCALNCRIC, any NORCAL NCRIC Subsidiary, any of their respective businesses or assets, any assets of any other Person which are used in any of the business or operations of NORCAL NCRIC or any NORCAL NCRIC Subsidiary, any directors or officers of NORCAL NCRIC or any NORCAL NCRIC Subsidiary, or the transactions contemplated by this Agreement, or challenging the validity or propriety of the transactions contemplated by this Agreement, other thanand to the knowledge of NCRIC Subsidiaries there is no basis for any such proceedings, in each caseclaims, as would not be material to NORCAL and the NORCAL Subsidiaries, taken as a whole. actions or investigations. (b) Except for the 2004 Judgment and as set forth in Section 5.10(b3.11(b) of the NORCAL NCRIC Disclosure Schedule, there is no injunction, order, judgment, decree, or regulatory restriction (including noncontractual claims, bad faith claims and claims against any directors or officers of NORCAL NCRIC or any NORCAL NCRIC Subsidiary, but excluding coverage and other claims made with respect to insurance policies issued by NORCAL or any NORCAL NCRIC Insurance Subsidiary for which 33 43126503 v1adequate claims reserves have been established) imposed upon NCRIC, any NCRIC Subsidiary or the assets of NCRIC or any NCRIC Subsidiary. (c) Except as set forth in Section 5.10(c3.11(c) of the NORCAL NCRIC Disclosure Schedule, to the Knowledge of NORCAL, since December 31, 2016 no breach of contract, breach of fiduciary duties under ERISA, bad faith, breach of warranty, tort, negligence, infringement, fraud, discrimination, wrongful discharge or other claim of any nature has been asserted or or, to the knowledge of NCRIC, threatened against NORCAL NCRIC or any NORCAL NCRIC Subsidiary, nor is there any basis for any such claim. (d) As to each matter (if any) described on Section 3.11(c) of the NCRIC Disclosure Schedule, accurate and complete copies of all relevant pleadings, judgments, orders and correspondence have been made available to PRA. (e) Except for each matter (if any) described on Section 3.11(d) of the NCRIC Disclosure Schedule, no legal, administrative, arbitral or other inquiries, proceedings, claims, actions or governmental or regulatory or SRO investigations alleging violations of Federal securities laws (including the Securities Act and the Exchange Act) have been filed against NCRIC, any NCRIC Subsidiary or any director or officer of NCRIC or any NCRIC Subsidiary and not dismissed with prejudice.

Legal Proceedings and Judgments. (a) Except as set forth in Section 5.10(a3.11(a) of the NORCAL Eastern Disclosure Schedule, neither NORCAL Eastern nor any NORCAL Eastern Subsidiary is a party to any, and there are no pending or, to the Knowledge of NORCALEastern, threatened, legal, administrative, arbitral or other inquiries, proceedings, claims (whether asserted or unasserted), actions or governmental or regulatory or applicable industry self self-regulatory organization (including, without limitation, the National Association of Insurance Commissioners“SRO”) investigations of any nature (including noncontractual claims, claims and bad faith claims and claims against any directors or officers of NORCAL or any NORCAL Subsidiaryclaims, but excluding coverage and other claims made with respect to insurance policies issued by NORCAL or any NORCAL Eastern Insurance Subsidiary for which adequate claims reserves have been established in accordance with SAP and generally accepted actuarial principlesSubsidiary) against NORCALEastern, any NORCAL Eastern Subsidiary, any of their respective businesses or assets, any assets of any other Person which are used in any of the business or operations of NORCAL or any NORCAL Subsidiary, any directors or officers of NORCAL or any NORCAL Subsidiary, or the transactions contemplated by this Agreement (“Litigation”). There is no Litigation pending, or to the Knowledge of Eastern, threatened as of the date of this Agreement, or challenging the validity or propriety of the transactions contemplated by this Agreement, other thanand, in each caseto the Knowledge of Eastern, as would not be material to NORCAL and the NORCAL Subsidiariesthere is no basis for any such proceedings, taken as a whole. claims, actions or investigations. (b) Except as set forth in Section 5.10(b3.11(b) of the NORCAL Eastern Disclosure Schedule, there is no injunction, order, judgment, decree, or regulatory restriction (including noncontractual claims, claims and bad faith claims and claims claims) against any directors or officers of NORCAL Eastern or any NORCAL Eastern Subsidiary, but excluding coverage and other claims made with respect to insurance policies issued by NORCAL any Eastern Insurance Subsidiary imposed upon Eastern, any Eastern Subsidiary or the assets of Eastern or any NORCAL Insurance Subsidiary for which 33 43126503 v1Eastern Subsidiary. (c) Except as set forth in Section 5.10(c3.11(c) of the NORCAL Eastern Disclosure Schedule, to the Knowledge of NORCAL, since December 31, 2016 no breach of contract, breach of fiduciary duties under ERISAERISA (as defined in Section 3.14(a) of this Agreement), bad faith, breach of warranty, tort, negligence, infringement, fraud, discrimination, wrongful discharge or other claim of any nature has been asserted or or, to the Knowledge of Eastern, threatened against NORCAL Eastern or any NORCAL Eastern Subsidiary, nor, to the Knowledge of Eastern, is there any basis for any such claim. (d) As to each matter (if any) described on Section 3.11(a) and Section 3.11(b) of the Eastern Disclosure Schedule, accurate and complete copies of all relevant pleadings, judgments, orders and correspondence have been made available to ProAssurance.

Legal Proceedings and Judgments. (a) Except as set forth in Section 5.10(a4.10(a) of the NORCAL PIC WISCONSIN Disclosure Schedule, neither NORCAL PIC WISCONSIN nor any NORCAL PIC WISCONSIN Subsidiary is a party to any, and there are no pending or, to the Knowledge of NORCALPIC WISCONSIN, threatened, legal, administrative, arbitral or other inquiries, proceedings, claims (whether asserted or unasserted), actions or governmental or regulatory or applicable industry self regulatory organization (including, without limitation, the National Association of Insurance Commissioners) SRO investigations of any nature (including noncontractual claims, bad faith claims and claims against any directors or officers of NORCAL PIC WISCONSIN or any NORCAL PIC WISCONSIN Subsidiary, but excluding coverage and other claims made with respect to insurance policies issued by NORCAL PIC WISCONSIN or any NORCAL PIC WISCONSIN Insurance Subsidiary for which adequate claims reserves believed by PIC WISCONSIN's management to be adequate have been established in accordance with SAP and generally accepted actuarial principlesestablished) against NORCALPIC WISCONSIN, any NORCAL PIC WISCONSIN Subsidiary, any of their respective businesses or assets, any assets of any other Person which are used in any of the business or operations of NORCAL PIC WISCONSIN or any NORCAL PIC WISCONSIN Subsidiary, any directors or officers of NORCAL PIC WISCONSIN or any NORCAL PIC WISCONSIN Subsidiary, in their respective capacities as directors and officers, or the transactions contemplated by this Agreement, or challenging the validity or propriety of the transactions contemplated by this Agreement, other than, in each case, as would not be material to NORCAL and the NORCAL Subsidiaries, taken as a whole. . (b) Except as set forth in Section 5.10(b4.10(b) of the NORCAL PIC WISCONSIN Disclosure Schedule, there is no injunction, order, judgment, decree, or regulatory restriction (including noncontractual claims, bad faith claims and claims against any directors or officers of NORCAL PIC WISCONSIN or any NORCAL PIC WISCONSIN Subsidiary, but excluding coverage and other claims made with respect to insurance policies issued by NORCAL PIC WISCONSIN or any NORCAL PIC WISCONSIN Insurance Subsidiary for which 33 43126503 v1claims reserves believed by PIC WISCONSIN's management to be adequate have been established) imposed upon PIC WISCONSIN, any PIC WISCONSIN Subsidiary or the assets of PIC WISCONSIN or any PIC WISCONSIN Subsidiary. (c) Except as set forth in Section 5.10(c4.10(c) of the NORCAL PIC WISCONSIN Disclosure Schedule, to the Knowledge of NORCAL, since December 31, 2016 no breach of contract, breach of fiduciary duties under ERISA, bad faith, breach of warranty, tort, negligence, infringement, fraud, discrimination, wrongful discharge or other claim of any nature has been asserted or or, to the Knowledge of PIC WISCONSIN, threatened against NORCAL PIC WISCONSIN or any NORCAL PIC WISCONSIN Subsidiary. (d) As to each matter, if any, described on Sections 4.10(a), 4.10(b) and 4.10(c) of the PIC WISCONSIN Disclosure Schedule, accurate and complete copies of all relevant pleadings, judgments, orders and correspondence have been made available to PRA. (e) Except for each matter (if any) described on Section 4.10(e) of the PIC WISCONSIN Disclosure Schedule, no legal, administrative, arbitral or other inquiries, proceedings, claims, actions or governmental or regulatory or SRO investigations alleging violations of Federal or state securities laws (including the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act) have been filed against PIC WISCONSIN, any PIC WISCONSIN Subsidiary or, to the Knowledge of PIC WISCONSIN, against any director or officer of PIC WISCONSIN or any PIC WISCONSIN Subsidiary, in their capacities as a director or officer, and not dismissed with prejudice.