Common use of Buy-Out Rights Clause in Contracts

Buy-Out Rights. (a) If a lien is placed on MTG or on any equity member(s) of MTG having an aggregate equity interest in MTG of 30% or more (the "Lien Member), the Lien Member shall, within 10 days of the placement of the lien, give written notice to Phone 1 (the "No Lien Member") xxx xxx Xxxxxxx xx xxxx Lien. The Company shall have the right to buy out the Ownership Interest of the Lien Member at a price equal to the net book value of the Company exclusive of goodwill and intangibles (the "Book Value") on the date of the closing of the purchase of the Lien Member's Ownership Interest minus 70% (the "Reduced Price"), in five yearly, equal and consecutive payments with interest at the Applicable Federal Rate under the Code for instrument of like duration interest if such Lien is not removed or vacated within thirty (30) days. If the Company, under this Section 7.6 (a) decides to purchase the Lien Member's Ownership Interest, it shall notify the Lien Member in writing. This notice shall be deemed to be an irrevocable commitment to purchase the Lien Member's Ownership Interest at the Reduced Price, in five yearly equal and consecutive payments with interest at the Applicable Federal Rate. The Company, if it does not receive notice from the Lien Member, may exercise the same rights when it learns of the lien. If the Company does not accept to purchase the Lien Member's Ownership Interest within 30 days from the Notice given by the Lien Member (of if no such notice is given, within 30 days from the moment the Company learns of the lien), the No Lien Member shall have the right to purchase the Lien Member's Ownership Interest under the same terms and conditions described in the paragraph above. (b) if a petition by or against MTG (the "Relief Member") in bankruptcy is filed, or if MTG goes bankrupt, asks any relief under any federal or state insolvency laws or gets reorganized (collectively, an "Insolvency Event"), the Relief Member shall, within 10 days of such Insolvency Event, give written notice to the other Members and the Company of such Insolvency Event. The Company shall have the right to purchase the Relief Member's Ownership Interest (such decision shall be taken by all the Members, excluding the Relief Member) at the Reduced Price, in five yearly, equal and consecutive payments with interest at the Applicable Federal Rate. If under this Section 7.6 (b) the Company decides to acquire Relief Member's Ownership Interest, it shall notify such Relief Member in writing. This notice shall be deemed to be an irrevocable commitment by the Company to purchase such Relief Member's Ownership Interest under the terms and conditions described in Section 7.6(b). The Company if it does not receive notice from the Relief Member, may exercise the same rights when they learn of the occurrence of an Insolvency Event. If the Company does not accept to purchase the Relief Member's Ownership Interest within 30 days from the Notice given by the Relief Member (or if no such notice is given, within 30 days from the moment the Company learns of the Insolvency Event), Phone 1 shall have the right to purchase the Lien Member's Ownership Interest under the same terms and conditions described in the paragraph above. (c) The closing of purchases of a Member's Ownership Interest under Section 7.6 hereof, shall take place no later than 45 days after the notices given in the different subparagraphs of this Section 7.6 as applicable.

Buy-Out Rights. (a) If For a lien is placed on MTG or on any equity member(s) period of MTG having an aggregate equity interest in MTG of 30% or more (180 days following the "Lien Member), the Lien Member shall, within 10 days of the placement of the lien, give written notice to Phone 1 (the "No Lien Member") xxx xxx Xxxxxxx xx xxxx Lien. The Company shall have the right to buy out the Ownership Interest of the Lien Member at a price equal to the net book value of the Company exclusive of goodwill and intangibles (the "Book Value") on the effective date of the closing a Change in Control of the purchase of the Lien Member's Ownership Interest minus 70% (the "Reduced Price")HSB, in five yearly, equal and consecutive payments with interest at the Applicable Federal Rate under the Code for instrument of like duration interest if such Lien is not removed or vacated within thirty (30) days. If the Company, under this Section 7.6 (a) decides to purchase the Lien Member's Ownership Interest, it shall notify the Lien Member in writing. This notice shall be deemed to be an irrevocable commitment to purchase the Lien Member's Ownership Interest at the Reduced Price, in five yearly equal and consecutive payments with interest at the Applicable Federal Rate. The Company, if it does not receive notice from the Lien Member, may exercise the same rights when it learns of the lien. If the Company does not accept to purchase the Lien Member's Ownership Interest within 30 days from the Notice given by the Lien Member (of if no such notice is given, within 30 days from the moment the Company learns of the lien), the No Lien Member ERC shall have the right to purchase HSB's Member Interest in the Lien Member's Ownership Interest Company at a price equal to X times Y (the "Buy-Out Price") where: X = the total Pre-Tax Earnings (as defined herein) earned by HSB for the four calendar quarters immediately preceding the calendar quarter within which the Announcement Date occurs; and Y = closing price of HSB Group, Inc. common stock on the day preceding the Announcement Date divided by the aggregate net income per share for the previous four quarters; provided that in no event shall Y be less than 10 or more than 15. "Pre-Tax Earnings" for the purpose of computing the Buy-Out Price shall be the sum of : (i) the net amount of ceding commission earned by HSB after performing the calculation under Paragraph 7.3 of the Operating Agreement, less Operating Costs as defined in the Operating Agreement; (ii) the underwriting income of HSB ( which for purposes of this formula will not be less than zero) on a GAAP basis earned by HSB under the same terms Reinsurance Agreements, after giving effect to any Outward Reinsurance ceded in accordance with Paragraph 4.2 of the Operating Agreement; and (iii) an allocable portion of HSB's investment income attributable to the cash held by IRI in connection with (i) and conditions described in the paragraph above(ii). (b) if In order to exercise such right, ERC must deliver written notice relating thereto to HSB within the 180 day period following the Change in Control to HSB, and within thirty (30) days of receiving such notice, HSB shall send a petition by or against MTG notice to ERC setting forth the Buy-Out Price. Within fifteen (15) days of receiving such notice of the Buy-Out Price, ERC shall send a notice to HSB stating that it has either decided to (i) purchase HSB's Member Interest at the Buy-Out Price (a "Relief MemberBuy-out Acceptance Notice") in bankruptcy is filedor (ii) not purchase HSB's Member Interest. In the event that ERC fails to give such notice within such fifteen (15) day period, or if MTG goes bankrupt, asks any relief under any federal or state insolvency laws or gets reorganized (collectively, an "Insolvency Event"), the Relief Member shall, within 10 days of such Insolvency Event, give written notice to the other Members and the Company of such Insolvency Event. The Company shall have the right to purchase the Relief Member's Ownership Interest (such decision shall be taken by all the Members, excluding the Relief Member) at the Reduced Price, in five yearly, equal and consecutive payments with interest at the Applicable Federal Rate. If under this Section 7.6 (b) the Company decides to acquire Relief Member's Ownership Interest, it shall notify such Relief Member in writing. This notice ERC shall be deemed to be an irrevocable commitment by the Company have elected not to purchase such Relief MemberHSB's Ownership Interest under the terms and conditions described in Section 7.6(b). The Company if it does not receive notice from the Relief Member, may exercise the same rights when they learn of the occurrence of an Insolvency Event. If the Company does not accept to purchase the Relief Member's Ownership Interest within 30 days from the Notice given by the Relief Member (or if no such notice is given, within 30 days from the moment the Company learns of the Insolvency Event), Phone 1 shall have the right to purchase the Lien Member's Ownership Interest under the same terms and conditions described in the paragraph aboveInterest. (c) The closing A purchase and sale of purchases of a MemberHSB's Ownership Member Interest under pursuant to this Section 7.6 hereof6.2, shall take place no later than 45 at the office of the Company on such date within thirty (30) days after of the notices given in date of delivery of the different subparagraphs Buyout Acceptance Notice as specified by ERC (subject to extension if required to obtain any regulatory approvals and to permit the expiration of any applicable statutory waiting periods). (d) ERC may assign its right to purchase HSB's Member Interests pursuant to this Section 7.6 as applicable6.2 to any of its Affiliates. (e) On the closing date of any purchase of HSB's Member Interest pursuant to this Section 6.2, the Operating Agreement shall be considered terminated without any further action required on the part of the parties thereto to effect such termination.

Buy-Out Rights. (a) If At any time during the continuance of an Event of Default, any holder of a lien is placed on MTG or on any equity member(s) of MTG having an aggregate equity interest in MTG of 30% or more (the "Lien Member)Tranche B Note may, the Lien Member shall, within 10 days of the placement of the lien, give written notice to Phone 1 (the "No Lien Member") xxx xxx Xxxxxxx xx xxxx Lien. The Company shall have the right to buy out the Ownership Interest of the Lien Member at a price equal to the net book value of the Company exclusive of goodwill and intangibles (the "Book Value") on the date of the closing of the purchase of the Lien Member's Ownership Interest minus 70% (the "Reduced Price"), in five yearly, equal and consecutive payments with interest at the Applicable Federal Rate under the Code for instrument of like duration interest if such Lien is not removed or vacated within thirty (30) days. If the Company, under this Section 7.6 (a) decides to purchase the Lien Member's Ownership Interest, it shall notify the Lien Member in writing. This notice shall be deemed to be an irrevocable commitment to purchase the Lien Member's Ownership Interest at the Reduced Price, in five yearly equal and consecutive payments with interest at the Applicable Federal Rate. The Company, if it does not receive notice from the Lien Member, may exercise the same rights when it learns of the lien. If the Company does not accept to purchase the Lien Member's Ownership Interest within 30 days from the Notice given by the Lien Member (of if no such notice is given, within 30 days from the moment the Company learns of the lien), the No Lien Member shall have the right to purchase the Lien Member's Ownership Interest under the same terms and conditions described in the paragraph above. (b) if a petition by or against MTG (the "Relief Member") in bankruptcy is filed, or if MTG goes bankrupt, asks any relief under any federal or state insolvency laws or gets reorganized (collectively, an "Insolvency Event"), the Relief Member shall, within 10 days of such Insolvency Event, give written notice to the other Members Agent and the Company holders of the Tranche A Notes, elect to purchase all, but not less than all, Tranche A Notes then outstanding on the date specified in such written notice (which shall neither be fewer than three (3) nor more than ten (10) Business Days after the date of such Insolvency Eventnotice from such holder of a Tranche B Note), which notice, in order to be effective, shall state that it is irrevocable. The Company Each holder of a Tranche A Note agrees to such purchase rights and that by its acceptance thereof that it will, upon payment to it in the manner provided for in Section 2.12 from such holder of a Tranche B Note of an amount equal to the aggregate unpaid principal amount of all Tranche A Notes then held by such holder, together with accrued and unpaid interest thereon to the date of payment and Funding Losses, if any, for such holder and all other sums then due and payable to such holder hereunder, under its Tranche A Notes and under the other Loan Documents, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts or omissions), all of the right, title and interest of such holder in and to all Tranche A Notes held by such holder and the purchaser shall have assume all of such holder's obligations under the right Loan Documents as a holder of Tranche A Notes arising from and after the time of such sale. If the purchaser shall so request, such holder of a Tranche A Note will comply with all the provisions of Section 17(b) to enable new Tranche A Notes to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Tranche A Notes shall be borne by the purchaser thereof. In the event that more than one Tranche B Note holder shall elect to purchase the Relief Member's Ownership Interest (such decision Tranche A Notes pursuant to this Section 12, then each holder of a Tranche B Note shall be taken entitled to purchase from each holder of a Tranche A Note its pro rata share of such Tranche A Notes so held, which pro rata share shall be in the same proportion (as nearly as practicable) as the original principal amount of the Tranche B Notes held by such holder of Tranche B Notes bears to the aggregate original principal amount of all the Members, excluding the Relief Member) at the Reduced Price, in five yearly, equal and consecutive payments with interest at the Applicable Federal Rate. If under holders of Tranche B Notes which shall have made such election; provided that no purchase of Tranche A Notes pursuant to this Section 7.6 (b) the Company decides to acquire Relief Member's Ownership Interest, it 12 shall notify such Relief Member in writing. This notice shall be deemed to be an irrevocable commitment by the Company to purchase such Relief Member's Ownership Interest under the terms and conditions described in Section 7.6(b). The Company if it does not receive notice from the Relief Member, may exercise the same rights when they learn of the occurrence of an Insolvency Event. If the Company does not accept to purchase the Relief Member's Ownership Interest within 30 days from the Notice given by the Relief Member (or if no such notice is given, within 30 days from the moment the Company learns of the Insolvency Event), Phone 1 shall have the right to purchase the Lien Member's Ownership Interest under the same terms and conditions described in the paragraph aboveoccur unless all Tranche A Notes are so purchased. (c) The closing of purchases of a Member's Ownership Interest under Section 7.6 hereof, shall take place no later than 45 days after the notices given in the different subparagraphs of this Section 7.6 as applicable.

Buy-Out Rights. (a) If a lien is placed on MTG At any time following the occurrence of (i) the acceleration of the Senior Loan, (ii) the Majority Senior Lenders having notified the Junior Lenders in writing of their intention to instruct the Security Trustee to take Enforcement Action, or on (iii) an Event of Default which has been continuing for ninety (90) days, any equity member(s) of MTG having an aggregate equity interest in MTG of 30% or more Junior Lender (the "Lien Member)“Electing Purchaser”) may, the Lien Member shall, within 10 days of the placement of the lien, give by written notice to Phone 1 (the "No Lien Member") xxx xxx Xxxxxxx xx xxxx Lien. The Company shall have Security Trustee and the right Senior Lenders, elect to buy out the Ownership Interest purchase all, but not less than all, of the Lien Member at a price Senior Loan (but not any Related Senior Loan) then outstanding on the date specified in such written notice (which shall neither be fewer than three (3) nor more than twenty (20) days after the date of such notice from the Electing Purchaser), which notice, in order to be effective, shall state that it is irrevocable and unconditional. Each Senior Lender agrees to such purchase rights and that it will, upon payment to it in the manner provided for in Section 2.4 of the Loan Agreement of an amount equal to the net book value Transfer Amount, sell, assign, transfer and convey to the Electing Purchaser (without recourse, representation or warranty of any kind except for its own acts or omissions), all of the Company exclusive right, title and interest of goodwill such Senior Lender in and intangibles (to the "Book Value") on Collateral, the date Loan Agreement, all of the closing Senior Loan held by such Senior 1000356000x0 Lender and the other Basic Agreements (excluding all right, title and interest in and to any indemnities, Taxes, expenses, costs or similar charges attributable to the period prior to such sale (including, without limitation, under Section 2.12 or 2.13 of the Loan Agreement) not then due and payable and which are unknown at the time of purchase and not included in the calculation of the Lien Member's Ownership Interest minus 70% (amounts payable by the "Reduced Price"Electing Purchaser), in five yearly, equal and consecutive payments with interest at the Applicable Federal Rate Electing Purchaser shall assume all of such Senior Lender’s obligations under the Code for instrument Basic Agreements arising from and after the time of like duration interest if such Lien is not removed or vacated within thirty (30) dayssale. If the CompanyElecting Purchaser shall so request, under this such Senior Lender will comply with all the provisions of Section 7.6 (a) decides of the Loan Agreement to purchase enable new promissory notes evidencing such Senior Loan to be issued to the Lien Member's Ownership Interest, Electing Purchaser in such denominations as it shall notify request. All charges and expenses in connection with the Lien Member in writing. This notice issuance of any such new promissory notes shall be deemed to be an irrevocable commitment to purchase the Lien Member's Ownership Interest at the Reduced Price, in five yearly equal and consecutive payments with interest at the Applicable Federal Rate. The Company, if it does not receive notice from the Lien Member, may exercise the same rights when it learns of the lien. If the Company does not accept to purchase the Lien Member's Ownership Interest within 30 days from the Notice given borne by the Lien Member (Electing Purchaser thereof. In the case of if no such notice is given, within 30 days from the moment the Company learns of the lien)purchase, the No Lien Member shall have Electing Purchaser shall, upon request, furnish to the right Senior Lenders an opinion of counsel for the Electing Purchaser reasonably satisfactory to purchase such Senior Lenders (or other evidence reasonably satisfactory to the Lien Member's Ownership Interest Senior Lenders) that such transfer and conveyance are exempt from registration under the same terms Securities Act and conditions described in the paragraph abovedo not violate any registration provision of any applicable state securities laws. (b) if Following the receipt of a petition by or against MTG (buy-out notice from the "Relief Member") in bankruptcy is filed, or if MTG goes bankrupt, asks any relief under any federal or state insolvency laws or gets reorganized (collectively, an "Insolvency Event"Electing Purchaser pursuant to Section 5.1(a), the Relief Member shallSecurity Trustee shall refrain from further exercising any remedies under Article V of the Security Agreement through the date of scheduled purchase unless, within 10 days in the reasonable opinion of such Insolvency Event, give written the Majority Senior Lenders (as evidenced by a notice thereof to the other Members and the Company of such Insolvency Event. The Company shall have the right to purchase the Relief Member's Ownership Interest (such decision shall be taken by all the Members, excluding the Relief Member) at the Reduced Price, in five yearly, equal and consecutive payments with interest at the Applicable Federal Rate. If under this Section 7.6 (b) the Company decides to acquire Relief Member's Ownership Interest, it shall notify such Relief Member in writing. This notice shall be deemed to be an irrevocable commitment by the Company to purchase such Relief Member's Ownership Interest under the terms and conditions described in Section 7.6(b). The Company if it does not receive notice from the Relief Member, may exercise the same rights when they learn of the occurrence of an Insolvency Event. If the Company does not accept to purchase the Relief Member's Ownership Interest within 30 days from the Notice given by the Relief Member (or if no such notice is given, within 30 days from the moment the Company learns of the Insolvency EventSecurity Trustee), Phone 1 shall have the right Electing Purchaser is financially unable to purchase the Lien Member's Ownership Interest under the same terms and conditions described in the paragraph aboveeffect such purchase. (c) The closing of purchases of a Member's Ownership Interest under Section 7.6 hereof, shall take place no later than 45 days after the notices given in the different subparagraphs of this Section 7.6 as applicable.