Common use of Liquidated Damages; Termination Fee Clause in Contracts

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. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that any of the following events or circumstances shall occur, PIC WISCONSIN PPTF shall, within ten (10) days after notice of the occurrence thereof by PRAProfessionals Group, pay to PRA Professionals Group the sum equal to $2,000,000 (3,000,000 plus all out-of-pocket expenses of Professionals Group, which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of PRA Professionals Group in the transactions contemplated in this Agreement, is not a penalty or forfeiture, and will not affect the provisions of this Section 9.5): 8.5: (i) at any time prior to termination of this Agreement a PIC WISCONSIN PPTF Acquisition Event (as defined in this Section 8.5(a)) shall occur; or (ii) PRA PPTF shall terminate this Agreement pursuant to Section 9.1(d8.1(e) or (e); (iiig) PIC WISCONSIN shall terminate this Agreement pursuant to Section 9.1(j); or (iv) if PIC WISCONSIN PPTF fails to call and the shareholders of PIC WISCONSIN fail to hold the meeting of the shareholders of PIC WISCONSIN its Voting Members as required by Section 7.4 6.4 of this Agreement. For purposes of this Agreement a "PIC WISCONSIN PPTF Acquisition Event" shall mean that PIC WISCONSIN PPTF shall have authorized, recommended, approvedpublicly proposed or publicly announced an intention to authorize, recommend or propose, or entered into an agreement with any Person 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 9.58.5, PIC WISCONSIN PPTF shall have no further obligation of any kind under this Agreement and neither PRA Professionals Group nor NEWCO PICOM shall have any further obligation of any kind under this Agreement, except in each case under Section 9.2 8.2 -68- 61 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, PIC WISCONSIN PICA shall, within ten (10) days Business Days after notice of the occurrence thereof by PRA, pay to PRA the sum equal to $2,000,000 4,050,000 (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, Agreement and 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); (iiiii) PIC WISCONSIN PICA shall terminate this Agreement pursuant to Section 9.1(j9.1(h); or (iviii) if PIC WISCONSIN fails to call and the shareholders Eligible Members of PIC WISCONSIN PICA fail to hold the meeting of the shareholders Eligible Members of PIC WISCONSIN PICA as required by Section 7.4 1.2 of this AgreementAgreement within 120 days after the Director issues his Decision and Order approving the Plan of Conversion and the Information Statement. For purposes of this Agreement a "PIC WISCONSIN “PICA Acquisition Event" ” shall mean that PIC WISCONSIN PICA 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 PICA shall have no further obligation of any kind under this Agreement and neither PRA nor NEWCO shall not 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, PIC WISCONSIN Medmarc shall, within ten (10) business days after notice of the occurrence thereof by PRA, Medmarc shall pay to PRA the sum equal to $2,000,000 4,600,000 (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 Medmarc Acquisition Event shall occur; (ii) PRA shall terminate this Agreement pursuant to Section 9.1(d) or (e); (iii) PIC WISCONSIN Medmarc shall terminate this Agreement pursuant to Section 9.1(j9.1(i); or (iv) if PIC WISCONSIN Medmarc fails to call and the shareholders Eligible Members of PIC WISCONSIN Medmarc fail to hold the meeting of the shareholders Eligible Members of PIC WISCONSIN Medmarc as required by Section 7.4 1.2 of this Agreement. For purposes of this Agreement a "PIC WISCONSIN “Medmarc Acquisition Event" ” shall mean that PIC WISCONSIN Medmarc 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 Medmarc shall have no further obligation of any kind under this Agreement and neither PRA nor NEWCO PRA Professional 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. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that any of the following events or circumstances shall occur, PIC WISCONSIN PPTF shall, within ten (10) days after notice of the occurrence thereof by PRAProfessionals Group, pay to PRA Professionals Group the sum equal to $2,000,000 (4,500,000 plus all out-of-pocket expenses of Professionals Group, which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of PRA Professionals Group in the transactions contemplated in this Agreement, is not a penalty or forfeiture, and will not affect the provisions of this Section 9.5): 8.5: (i) at any time prior to termination of this Agreement a PIC WISCONSIN PPTF Acquisition Event (as defined in this Section 8.5(a)) shall occur; or (ii) PRA Professionals Group shall terminate this Agreement pursuant to Section 9.1(d8.1(e) or (e); (iiig) PIC WISCONSIN shall terminate this Agreement pursuant to Section 9.1(j); or (iv) if PIC WISCONSIN PPTF fails to call and the shareholders of PIC WISCONSIN fail to hold the meeting of the shareholders of PIC WISCONSIN its Voting Members as required by Section 7.4 6.4 of this Agreement. For purposes of this Agreement a "PIC WISCONSIN PPTF Acquisition Event" shall mean that PIC WISCONSIN PPTF shall have authorized, recommended, approvedpublicly proposed or publicly announced an intention to authorize, recommend or propose, or entered into an agreement with any Person 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 9.58.5, PIC WISCONSIN PPTF shall have no further obligation of any kind under this Agreement and neither PRA Professionals Group nor NEWCO PICOM 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.8.2

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 NCRIC shall, within ten (10) days after notice of the occurrence thereof by PRA, pay to PRA the sum equal to $2,000,000 1,725,000 (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 9.58.5): (i) at any time prior to termination of this Agreement a PIC WISCONSIN NCRIC Acquisition Event shall occur; (ii) PRA shall terminate this Agreement pursuant to Section 9.1(d8.1(e) or (ef); (iii) PIC WISCONSIN NCRIC shall terminate this Agreement pursuant to Section 9.1(j8.1(k); or (iv) if PIC WISCONSIN NCRIC fails to call and the shareholders of PIC WISCONSIN fail to hold the meeting of the shareholders of PIC WISCONSIN its stockholders as required by Section 7.4 6.4 of this Agreement. For purposes of this Agreement a "PIC WISCONSIN Acquisition EventNCRIC ACQUISITION EVENT" shall mean that PIC WISCONSIN NCRIC 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 9.58.5, PIC WISCONSIN NCRIC 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 8.2 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, PIC WISCONSIN Eastern shall, within ten (10) days after notice of the occurrence thereof by PRAProAssurance, pay to PRA the ProAssurance a sum equal to (A) four percent (4%) of the Merger Consideration and (B) the amount of the direct, out-of-pocket aggregate costs incurred by ProAssurance in connection with the negotiation and performance of this Agreement not to exceed $2,000,000 1,000,000 (which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of PRA ProAssurance in the transactions contemplated in this Agreement, is not a penalty or forfeiture, and will not affect the provisions of this Section 9.5): 8.5): (i) at any time prior to termination of this Agreement a PIC WISCONSIN Eastern Acquisition Event shall occur; (ii) PRA ProAssurance shall terminate this Agreement pursuant to Section 9.1(d8.1(d) or and Eastern enters into an agreement with respect to an Acquisition Proposal within twelve (e)12) months after such termination of this Agreement; (iii) PIC WISCONSIN ProAssurance shall terminate this Agreement pursuant to Section 9.1(j8.1(e); (iv) Eastern shall terminate this Agreement pursuant to Section 8.1(i); or (ivv) if PIC WISCONSIN fails ProAssurance shall terminate this Agreement pursuant 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 Agreement8.1(j). For purposes of this Agreement a "PIC WISCONSIN “Eastern Acquisition Event" ” shall mean that PIC WISCONSIN Eastern 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 9.58.5, PIC WISCONSIN Eastern shall have no further obligation of any kind under this Agreement and neither PRA ProAssurance nor NEWCO shall have any further obligation of any kind under this Agreement, except in each case under Section 9.2 8.2 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, PIC WISCONSIN NORCAL shall, within ten (10) days Business Days after notice of the occurrence thereof by PRA, pay to PRA the sum equal to $2,000,000 the Termination Fee (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, Agreement and 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(d10.1(d) or (e) (other than, for the avoidance of doubt, a termination relating to the conditions set forth in Sections 9.1(b) and (c) not being satisfied); (iiiii) PIC WISCONSIN NORCAL shall terminate this Agreement pursuant to Section 9.1(j10.1(j) (other than, for the avoidance of doubt, a termination relating to the conditions set forth in Sections 9.1(b) and (c) not being satisfied); or (iviii) if PIC WISCONSIN fails to call and the shareholders Record Date Policyholders of PIC WISCONSIN NORCAL fail to hold the meeting of the shareholders of PIC WISCONSIN Special Meeting as required by Section 7.4 8.3 of this AgreementAgreement within 120 days after the Commissioner issues his decision and order approving the Plan of Conversion. For purposes of this Agreement a "PIC WISCONSIN “NORCAL Acquisition Event" ” shall mean that PIC WISCONSIN NORCAL 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 9.510.5, PIC WISCONSIN NORCAL shall have no further obligation of any kind under this Agreement and neither PRA nor NEWCO shall not have any further obligation of any kind under this Agreement, except in each case under Section 9.2 10.2 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, PIC WISCONSIN APAA Group shall, within ten (10) days after notice of the occurrence thereof by PRAFIG, pay to PRA FIG the sum equal to $2,000,000 (600,000 plus all reasonable out-of-pocket expenses for outside legal counsel and outside consultants and professionals of FIG, which the parties agree and stipulate as reasonable and full liquidated damages and reasonable compensation for the involvement of PRA FIG in the transactions contemplated in this Agreement, is not a penalty or forfeiture, and will not affect the provisions of this Section 9.5): 8.5: (i) at any time prior to termination of this Agreement a PIC WISCONSIN an APAC Acquisition Event (as defined in this Section 8.5) shall occur; or (ii) PRA FIG shall terminate this Agreement pursuant to Section 9.1(d) or (e8.1(vi); (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 an "PIC WISCONSIN APAC Acquisition Event" shall mean that PIC WISCONSIN any member of APAA Group or an authorized representative thereof shall have authorized, recommended, approvedpublicly proposed or publicly announced an intention to authorize, recommend or propose, or entered into an agreement with any Person person (other than any FIG or an affiliate of the parties to this AgreementFIG) 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 9.58.5, PIC WISCONSIN APAA Group shall have no further obligation of any kind under this Agreement and neither PRA nor NEWCO FIG shall not have any further obligation of any kind under this Agreement, except in each case 41 42 under Section 9.2 8.2 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.