Common use of Valuation of Assets and Interests Clause in Contracts

Valuation of Assets and Interests. (a) Third Point shall value or have valued the Securities and other Assets as of the close of business on the last day of each month, the close of business on each Wednesday during a month (or if a particular Wednesday is not a Business Day, the immediately preceding Business Day) (each such Wednesday or immediately preceding Business Day, an “Intra-Month Valuation Date”) in cases where a Participant has notified Third Point that it intends to make a capital withdrawal in accordance with the provisions of this Agreement on such Intra-Month Valuation Date or a capital contribution in accordance with the provisions of this Agreement on the Business Day following such Intra-Month Valuation Date, at the end of each Fiscal Year and on any other date selected by Third Point, as the case may be; provided that certain Assets are generally valued only on the last day of each month, and not on a weekly basis, and if a Participant makes a capital withdrawal or capital contribution on any date that is not the last day of a month then, with regard to those certain Assets, the Capital Account relevant to such capital withdrawal or capital contribution shall be based on the valuation as of the last day of the previous month (unless Third Point determines such valuation to be patently wrong). In addition, in good faith, Third Point shall value Securities that are being distributed in kind as of their date of distribution in accordance with this Section. In determining the value of the Assets, no value is placed on the goodwill, if any, created by this Agreement, or the office records, files, statistical data or any similar intangible assets relating to the Assets not normally reflected in the Joint Venture’s accounting records, but there must be taken into consideration any related items of income earned but not received, expenses incurred but not yet paid, liabilities fixed or contingent, prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities pursuant to agreements entered into on or prior to such valuation date. Valuation of Securities made pursuant to this Section 8.2 will be based on all relevant factors and is expected to comply generally with the following guidelines: (i) Securities listed on an exchange will be valued at the last price provided by the exchange on which it is listed. Listed securities with resale restrictions will be priced subject to specified discounts until the restriction lapses. (ii) Securities and other instruments (including, without limitation, bank loans, bonds, swaps, options, etc.) that are not listed on an exchange will be valued based on independent pricing service prices, price quotes from independent market makers, if one is available, or based on a direct or indirect reference instrument. (iii) Asset-backed Securities will be priced by an independent pricing service or an independent market maker. (iv) The value of any shares held or sold short by the Joint Venture in an investment company shall be valued in accordance with the manner in which such shares are valued by such investment company; provided, however, that Third Point may make such adjustments in such valuation as it from time to time may consider appropriate. (v) Dividend income, less any withholding taxes of a non-U.S. country, from Securities shall be recorded on the ex-dividend date. (b) The fair value of any assets not referred to in paragraph (a) or for which no market exists (or the valuation of any assets referred to in paragraph (a) in the event that Third Point determines that market prices or quotations as determined above do not fairly represent the value of particular assets) shall be determined by or at the direction of Third Point. Such fair valuation will include retaining a third-party valuation firm, on a semi-annual basis for investments above 0.50% of Net Assets or (upon the request of the Investment Committee) if all such assets, each less than 0.50%, in the aggregate are equal to or exceed 5.00% of Net Assets, which shall be considered an Expense under Section 4.2. (c) Except as otherwise reasonably determined by Third Point, investment and trading transactions shall be accounted for on the trade date. Accounts shall be maintained in U.S. dollars and except as otherwise determined by or at the direction of Third Point: (i) assets and liabilities denominated in currencies other than U.S. dollars shall be translated at the rates of exchange in effect at the close of the relevant valuation period (and exchange adjustments shall be recorded in the results of operations); and (ii) investment and trading transactions and income and expenses shall be translated at the rates of exchange in effect at the time of each transaction.

Valuation of Assets and Interests. (a) Third Point shall value or have valued the Securities and other Assets as of the close of business on the last day of each month, the close of business on each Wednesday during a month (or if a particular Wednesday is not a Business Day, the immediately preceding Business Day) (each such Wednesday or immediately preceding Business Day, an “Intra-Month Valuation Date”) in cases where a TP Re USA or another relevant Participant has notified Third Point that it intends to make a capital withdrawal in accordance with the provisions of this Agreement on such Intra-Month Valuation Date or a capital contribution in accordance with the provisions of this Agreement on the Business Day following such Intra-Month Valuation Date, at the end of each Fiscal Year and on any other date selected by Third Point, as the case may be; provided that certain Assets are generally valued only on the last day of each month, and not on a weekly basis, and if a Participant makes a capital withdrawal or capital contribution on any date that is not the last day of a month then, with regard to those certain Assets, the Capital Account relevant to such capital withdrawal or capital contribution shall be based on the valuation as of the last day of the previous month (unless Third Point determines such valuation to be patently wrong). In addition, in good faith, Third Point shall value Securities that are being distributed in kind as of their date of distribution in accordance with this Section. In determining the value of the Assets, no value is placed on the goodwill, if any, created by this Agreement, or the office records, files, statistical data or any similar intangible assets relating to the Assets not normally reflected in the Joint Venture’s accounting records, but there must be taken into consideration any related items of income earned but not received, expenses incurred but not yet paid, liabilities fixed or contingent, prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities pursuant to agreements entered into on or prior to such valuation date. Valuation of Securities made pursuant to this Section 8.2 will be based on all relevant factors and is expected to comply generally with the following guidelines: (i) Securities listed on an exchange will be valued at the last price provided by the exchange on which it is listed. Listed securities with resale restrictions will be priced subject to specified discounts until the restriction lapses. (ii) Securities and other instruments (including, without limitation, bank loans, bonds, swaps, options, etc.) that are not listed on an exchange will be valued based on independent pricing service prices, price quotes from independent market makers, if one is available, or based on a direct or indirect reference instrument. (iii) Asset-backed Securities will be priced by an independent pricing service or an independent market maker. (iv) The value of any shares held or sold short by the Joint Venture in an investment company shall be valued in accordance with the manner in which such shares are valued by such investment company; provided, however, that Third Point may make such adjustments in such valuation as it from time to time may consider appropriate. (v) Dividend income, less any withholding taxes of a non-U.S. country, from Securities shall be recorded on the ex-dividend date. (b) The fair value of any assets not referred to in paragraph (a) or for which no market exists (or the valuation of any assets referred to in paragraph (a) in the event that Third Point determines that market prices or quotations as determined above do not fairly represent the value of particular assets) shall be determined by or at the direction of Third Point. Such fair valuation will include retaining a third-party valuation firm, on a semi-annual basis for investments above 0.50% of Net Assets or (upon the request of the Investment Committee) if all such assets, each less than 0.50%, in the aggregate are equal to or exceed 5.00% of Net Assets, which shall be considered an Expense under Section 4.2. (c) Except as otherwise reasonably determined by Third Point, investment and trading transactions shall be accounted for on the trade date. Accounts shall be maintained in U.S. dollars and except as otherwise determined by or at the direction of Third Point: (i) assets and liabilities denominated in currencies other than U.S. dollars shall be translated at the rates of exchange in effect at the close of the relevant valuation period (and exchange adjustments shall be recorded in the results of operations); and (ii) investment and trading transactions and income and expenses shall be translated at the rates of exchange in effect at the time of each transaction.

Valuation of Assets and Interests. (a) Third Point shall value or have valued the Securities and other Assets as of the close of business on the last day of each month, the close of business on each Wednesday during a month (or if a particular Wednesday is not a Business Day, the immediately preceding Business Day) (each such Wednesday or immediately preceding Business Day, an “Intra-Month Valuation Date”) in cases where a TP Re or another relevant Participant has notified Third Point that it intends to make a capital withdrawal in accordance with the provisions of this Agreement on such Intra-Month Valuation Date or a capital contribution in accordance with the provisions of this Agreement on the Business Day following such Intra-Month Valuation Date, at the end of each Fiscal Year and on any other date selected by Third Point, as the case may be; provided that certain Assets are generally valued only on the last day of each month, and not on a weekly basis, and if a Participant makes a capital withdrawal or capital contribution on any date that is not the last day of a month then, with regard to those certain Assets, the Capital Account relevant to such capital withdrawal or capital contribution shall be based on the valuation as of the last day of the previous month (unless Third Point determines such valuation to be patently wrong). In addition, in good faith, Third Point shall value Securities that are being distributed in kind as of their date of distribution in accordance with this Section. In determining the value of the Assets, no value is placed on the goodwill, if any, created by this Agreement, or the office records, files, statistical data or any similar intangible assets relating to the Assets not normally reflected in the Joint Venture’s accounting records, but there must be taken into consideration any related items of income earned but not received, expenses incurred but not yet paid, liabilities fixed or contingent, prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities pursuant to agreements entered into on or prior to such valuation date. Valuation of Securities made pursuant to this Section 8.2 will be based on all relevant factors and is expected to comply generally with the following guidelines: (i) Securities listed on an exchange will be valued at the last price provided by the exchange on which it is listed. Listed securities with resale restrictions will be priced subject to specified discounts until the restriction lapses. (ii) Securities and other instruments (including, without limitation, bank loans, bonds, swaps, options, etc.) that are not listed on an exchange will be valued based on independent pricing service prices, price quotes from independent market makers, if one is available, or based on a direct or indirect reference instrument, or otherwise at its fair value. (iii) Asset-backed Securities will be priced by an independent pricing service or an independent market maker. (iv) The value of any shares held or sold short by the Joint Venture in an investment company shall be valued in accordance with the manner in which such shares are valued by such investment company; provided, however, that Third Point may make such adjustments in such valuation as it from time to time may consider appropriate. (v) Dividend income, less any withholding taxes of a non-U.S. country, from Securities shall be recorded on the ex-dividend date. (b) The fair value of any assets not referred to in paragraph (a) or for which no market exists (or the valuation of any assets referred to in paragraph (a) in the event that Third Point determines that market prices or quotations as determined above do not fairly represent the value of particular assets) shall be determined by or at the direction of Third Point. Such fair valuation will include retaining a third-third party valuation firm, on a semi-annual basis for investments above 0.50% of Net Assets or (upon the request of the Investment Committee) if all such assets, each less than 0.50%, in the aggregate are equal to or exceed 5.00% of Net Assets, which shall be considered an Expense under Section 4.2. (c) Except as otherwise reasonably determined by Third Point, investment and trading transactions shall be accounted for on the trade date. Accounts shall be maintained in U.S. dollars and except as otherwise determined by or at the direction of Third Point: (i) assets and liabilities denominated in currencies other than U.S. dollars shall be translated at the rates of exchange in effect at the close of the relevant valuation period (and exchange adjustments shall be recorded in the results of operations); and (ii) investment and trading transactions and income and expenses shall be translated at the rates of exchange in effect at the time of each transaction.