Liquidated Damages; Termination Fee. Notwithstanding anything to the contrary contained in this Agreement, in the event that any of the following events or circumstances shall occur, PIC WISCONSIN shall, within ten (10) days after notice of the occurrence thereof by PRA, pay to PRA the sum equal to $2,000,000 (which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of PRA in the transactions contemplated in this Agreement, is not a penalty or forfeiture, and will not affect the provisions of this Section 9.5): (i) at any time prior to termination of this Agreement a PIC WISCONSIN Acquisition Event shall occur; (ii) PRA shall terminate this Agreement pursuant to Section 9.1(d) or (e); (iii) PIC WISCONSIN shall terminate this Agreement pursuant to Section 9.1(j); or (iv) if PIC WISCONSIN fails to call and the shareholders of PIC WISCONSIN fail to hold the meeting of the shareholders of PIC WISCONSIN as required by Section 7.4 of this Agreement. For purposes of this Agreement a "PIC WISCONSIN Acquisition Event" shall mean that PIC WISCONSIN shall have authorized, recommended, approved, or entered into an agreement with any Person (other than any of the parties to this Agreement) to effect an Acquisition Proposal or shall fail to publicly oppose a tender offer or exchange offer by another person based on an Acquisition Proposal. Upon the making and receipt of such payment under this Section 9.5, PIC WISCONSIN shall have no further obligation of any kind under this Agreement and neither PRA nor NEWCO shall have any further obligation of any kind under this Agreement, except in each case under Section 9.2 of this Agreement, and no party shall have any liability for any breach or alleged breach by such party of any provision of this Agreement.

Liquidated Damages; Termination Fee. Notwithstanding anything to the contrary contained in this Agreement, in the event that any of the following events or circumstances shall occur, Republic shall, within ten (10) days after notice of the occurrence thereof by D&N, pay to D&N the sum equal to the "Termination Fee Amount" (as defined in this Section 7.18), which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of D&N in the transactions contemplated in this Agreement, is not a penalty or forfeiture, and will not affect the provisions of this Section 7.18: (i) at any time prior to termination of this Agreement an "Acquisition Event" (as defined in this Section 7.18) shall occur; or (ii) D&N shall terminate this Agreement pursuant to Section 4.4(b)(i) (provided that the failure of Republic to perform its obligations hereunder is the cause of, or has resulted in, the failure of the Closing to occur on or before November 30, 1999), Section 4.4(e) or Section 4.4(f), or if Republic fails to call and hold the meeting of its stockholders as required by Section 4.4(f) of this Agreement. For purposes of this Section 7.18: "Acquisition Event" shall mean that Republic shall have authorized, recommended, publicly proposed or publicly announced an intention to authorize, recommend or propose, or entered into an agreement with any person other than any of the parties to this Agreement) to effect a Takeover Proposal or shall fail to publicly oppose a tender offer or exchange offer by another person based on a Takeover Proposal; and "Termination Fee Amount" shall mean a sum, in Dollars, equal to the lesser of $9,000,000 or an amount equal to three percent (3%) of the sum derived by multiplying (x) the Conversion Number by (y) the sum derived by multiplying the number of shares of D&N Common Stock outstanding as of the date of termination by the closing price for D&N Common Stock on the trading day that the execution of this Agreement is first publicly announced. Upon the making and receipt of such payment under this Section 7.18, Republic shall have no further obligation of any kind under this Agreement and D&N shall not have any further obligation of any kind under this Agreement, except in each case under Sections 7.2, 7.12 and 7.13 of this Agreement, and no party shall have any liability for any breach or alleged breach by such party of any provision of this Agreement. [THIS SPACE INTENTIONALLY LEFT BLANK]

Liquidated Damages; Termination Fee. (a) MAI shall pay to PICM cash in the amount of $2,400,000 as an allowance for expenses of transaction within ten (10) days after written notice from PICM requesting such payment, if the Mergers and the transactions contemplated by this Agreement are not consummated due to any of the following reasons: (i) PICM refuses or is unable to close in accordance with Section 10.1 because the conditions under Sections 9.1(d) or 9.1

Liquidated Damages; Termination Fee. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that any of the following events or circumstances shall occur, North Country shall, within ten (10) days after notice of the occurrence thereof by NCFC Recapitalization, pay to NCFC Recapitalization the sum equal to $1,500,000 plus reimbursement of the Specified Expenses not to exceed $250,000, if not previously paid pursuant to Section 4.8(b), (which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of NCFC Recapitalization in the transactions contemplated in this Agreement, is not a penalty or forfeiture, and will not affect the provisions of Section 4.7): (i) NCFC Recapitalization shall terminate this Agreement pursuant to Section 4.6(d) or 4.6(e); (ii) North Country shall terminate this Agreement pursuant to Section 4.6(f); (iii) North Country fails to call and hold the meeting of its shareholders as contemplated in Section 3.4 of this Agreement; or (iv) any of the Investors' Conditions shall not have been satisfied as of the date of any termination of this Agreement pursuant to Section 4.6 and there shall occur any Acquisition Event (whether or not pending on the effective date of termination of this Agreement) within twelve (12) months after the effective date of any such termination. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that any of the Investors' Conditions set forth in Section 2, 3, 7, 10, 13, 14, 15 or 20 of Part I of Schedule 3 shall not have been satisfied as of the date of any termination of this Agreement pursuant to Section 4.6, North Country shall, within ten (10) days after the effective date of any such termination, pay to NCFC Recapitalization an amount equal to the Specified Expenses not to exceed $250,000 (which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of NCFC Recapitalization in the transactions contemplated in this agreement, is not a penalty or forfeiture, and will not affect the provisions of Section 4.7 or 4.8(a)). (c) Upon the making and receipt of the payment(s) under this Section 4.8, North Country shall have no further obligation of any kind under this Agreement and neither NCFC Recapitalization nor any Investor shall have any further obligation of any kind under this Agreement, except in each case as provided under this Section 4.8 or Section...

Liquidated Damages; Termination Fee. Notwithstanding anything contained herein to the contrary, if Seller validly exercises its right to terminate this Agreement pursuant to Section 7.1(b) hereof, then Buyers shall, jointly and severally, within ten (10) days after written demand, pay to Seller a sum equal to $350,000, which the Parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for their involvement in the transactions contemplated in this Agreement and is not a penalty or forfeiture. Notwithstanding anything contained herein to the contrary, if Buyer validly exercises its right to terminate this Agreement pursuant to Section 7.1(b) hereof, then Seller shall, within ten (10) days after written demand, pay to Buyers a sum equal to $350,000, which the Parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for their involvement in the transactions contemplated in this Agreement and is not a penalty or forfeiture. No termination fee shall be payable if this Agreement is terminated pursuant to Section 6.1(a) (failure to obtain regulatory approval) or Section 7.1(g) (failure to close by September 30, 2010). No termination fee shall be payable if this Agreement is terminated pursuant to Sections 6.2(c), 6.2(d), 6.3(f), 6.3(h) or 6.3(i). Upon the making and receipt of such payment under this Section, such Party shall have no further obligation of any kind under this Agreement and neither Party shall have any further obligation of any kind under this Agreement, except in each case under Sections 5.3 and 5.4, and no Party shall have any liability for any breach or alleged breach by such Party of any provision of this Agreement. For purposes of this Section 7.2(c), in the event any payment required by Seller is prohibited by written directive of a regulatory authority issued after the date of this Agreement, then such payment shall not be due until the lifting or removal of such prohibition,

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Liquidated Damages The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.
Termination Fee (i) The Company shall pay to Parent the Termination Fee, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, within two (2) Business Days after demand by Parent, in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b) as a result of the failure to satisfy the Minimum Condition prior to such termination (provided, that (x) the condition to the Offer set forth in clause (A) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), (y) the condition to the Offer set forth in clause (C)(1) of Annex A is satisfied at the time of such termination pursuant to Section 9.1(b), except where the failure to meet such condition arises out of or results from a Legal Proceeding brought by or on behalf of the Person who has made the bona fide Acquisition Proposal referred to in clause (B) below and (z) the right to terminate this Agreement pursuant to Section 9.1(b) is then available to Parent); (B) following the execution and delivery of this Agreement and prior to such termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or shall have become publicly disclosed and, in either case, shall not have been withdrawn or otherwise abandoned; and (C) within twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any Person (other than Parent, Acquisition Sub, or their Affiliates) with respect to an Acquisition Proposal or an Acquisition Proposal is consummated. For purposes of the foregoing, each reference to “25%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%”. (ii) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (iii) In the event that this Agreement is terminated by Parent pursuant to Section 9.1(f), the Company shall pay to Parent the Termination Fee, within two (2) Business Days after demand by Parent, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent.
Payment of Liquidated Damages If you supply all or some of your milk to a third party during a Month you must, if required by DFMC, immediately pay to DFMC liquidated damages for that Month calculated as follows: $X = W cents x (Y – Z) Where: $X is the amount payable by you to DFMC for the relevant Month. If $X is a negative amount, no amount is payable by you. Y is the average monthly litres you have supplied to DFMC based on the 12 months immediately preceding the relevant Month (or in the event you have not supplied DFMC for 12 months, the average monthly litres you have supplied to DFMC during the period you have supplied DFMC). Z is the number of litres supplied to DFMC by you for the relevant Month.
Early Termination Fee After this contract goes into effect, if you terminate this contract for any reason, or switch your service to a different electricity generation supplier or default service supplier prior to the end of the contract term, you will be responsible for paying XOOM Energy an early termination fee in the amount of $500. This Early Termination Fee is intended not as a penalty, but simply to offset the cost of selling the unused portion of your electric power to others and estimated lost revenue that XOOM may incur from such a sale, if any, and related expenses.
Liquidated Damages for Delay In addition to the Contractor bearing the actual cost of correcting any non-compliant work or any other actual damages resulting from Contractor’s breach of this Agreement, the Contractor agrees to pay the Contractor delay damages in the amount of $500.00 per day for every day that the goods and/or services to be provided pursuant to this Agreement have not been timely delivered to the District in compliance with the Scope of Services set forth above, unless the delay has been properly excused by the terms of this Agreement. The parties agree that the District’s actual damages for delay are difficult to estimate and that this $500.00 per day sum is a reasonable pre-estimate of the District’s actual damages for each day of delay and that the is $500.00 per day sum is intended by the parties to be in the nature of liquidated damages, not a penalty. It is not the parties’ intent for this provision to limit either party’s remedies against the other for the breach of this Agreement, except for the District’s money damages for unexcused delays caused by the Contractor.

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