Withdrawal of Interests of Participants. The Interest of a Participant may not be withdrawn prior to termination of this Agreement except as provided in this Section 6.2.
(a) A Participant may withdraw all or a portion of its Capital Account balance from the Joint Venture, either as cash or in kind (or a combination of both), in each case as determined by the Investment Committee, and effective as of any calendar month end or on any Intra‑Month Valuation Date, as may be determined by such Participant in its sole discretion:
(i) upon not less than three Business Days’ prior written notice to Third Point to the extent required to pay claims of cedants under such Participant’s reinsurance agreements but only to the extent other funds of such Participant are not available for such purpose; provided that a liquidity buffer of up to $10 million (or such other amount as may be mutually agreed between Third Point and such Participant) shall not be considered as funds otherwise available for such purpose;
(ii) upon not less than five Business Days’ prior written notice to Third Point to the extent required to pay for reasonable operating expenses and any debt obligations as may be determined by the Investment Committee but only to the extent other funds of such Participant are not available for such purpose;
(iii) upon not less than thirty days’ prior written notice to Third Point in connection with an Exit Transaction, such withdrawal to be effective no later than, and conditioned upon, the completion of (or, in the case of an Exit Transaction that is a liquidation or a winding down, upon approval and commencement of) the contemplated Exit Transaction;
(iv) upon not less than three Business Days’ prior written notice to Third Point in the event (1) such Participant determines a withdrawal is necessary to maintain its BCAR above the minimum level suggested by A.M. Best and approved by the Board or otherwise prevent a negative credit rating action by A.M. Best which may include, but is not limited to, a rating downgrade, the assignment of a Negative Outlook or the placement of such Participant Under Review With Negative Implications or (2) such Participant is required to diversify its assets pursuant to any Law, order or regulation promulgated by any Governmental Authority (a “Diversification Requirement”), in each of case (1) and (2), only to the extent the Disinterested Board Members deem it reasonable to maintain such Participant’s then existing BCAR or financial strength rating from A.M. Best or satisf...
Withdrawal of Interests of Participants. The Interest of a Participant may not be withdrawn prior to termination of this Agreement except as provided in this Section 6.2.
Withdrawal of Interests of Participants. The Interest of a Participant may not be withdrawn prior to termination of this Agreement except as provided in this Section 6.2.
(a) A Participant may withdraw all or a portion of its Capital Account balance from the Joint Venture, either as cash or in kind (or a combination of both), in each case as determined by the Investment Committee, and effective as of any calendar month end or on any Intra-Month Valuation Date, as may be determined by such Participant in its sole discretion:
(i) upon not less than three Business Days’ prior written notice to Third Point to the extent required to pay claims of cedants under such Participant’s reinsurance agreements but only to the extent other funds of such Participant are not available for such purpose; provided that a liquidity buffer of up to $3 million (or such other amount as may be mutually agreed between Third Point and such Participant) shall not be considered as funds otherwise available for such purpose;
(ii) upon not less than five Business Days’ prior written notice to Third Point to the extent required to pay for reasonable operating expenses and any debt obligations as may be determined by the Investment Committee but only to the extent other funds of such Participant are not available for such purpose;
(iii) upon not less than thirty days’ prior written notice to Third Point in connection with an Exit Transaction, such withdrawal to be effective no later than, and conditioned upon, the completion of (or, in the case of an Exit Transaction that is a liquidation or a winding down, upon approval and commencement of) the contemplated Exit Transaction;
(iv) upon not less than three Business Days’ prior written notice to Third Point in the event (1) such Participant determines a withdrawal is necessary to maintain its BCAR above the minimum level suggested by A.M. Best and approved by the Board or otherwise prevent a negative credit rating action by A.M. Best which may include, but is not limited to, a rating downgrade, the assignment of a Negative Outlook or the placement of such Participant Under Review With Negative Implications or (2) such Participant is required to diversify its assets pursuant to any Law, order or regulation promulgated by any Governmental Authority (a “Diversification Requirement”), in each of case (1) and (2), only to the extent the Disinterested Board Members deem it reasonable to maintain such Participant’s then existing BCAR or financial strength rating from A.M. Best or satisfy...
Withdrawal of Interests of Participants. (a) The Interest of a Participant may not be withdrawn prior to termination of this Agreement except as provided in this Section 5.2.
(b) Subject in the case of DME to its requirement to maintain at least a 1% interest pursuant to Section 3.1 hereof, a Participant may voluntarily withdraw all or part of its Capital Account as of the close of business on any Business Day. If a Participant wishes to withdraw funds, it must give written notice to DME at least 3 Business Days prior to the proposed withdrawal date indicating the amount to be withdrawn from such Participant’s Capital Account in such notice. DME may with respect to such request, in its reasonable discretion, waive the foregoing notice requirement. DME shall not be liable for failure to perform or delay in performing under this Section 5.2 when such failure or delay is due to Force Majeure, so long as DME uses its commercially reasonable efforts to cure such event or occurrence as soon as practicably as possible.
(c) The right of any Participant to withdraw or of any Participant to have distributed an amount from his Capital Account pursuant to the provisions of this Section 5.2 is subject to the provision by DME, on behalf of the Participants, for all of the venture’s liabilities and for reserves for contingencies provided for in Section 3.7 and Section 4.4 herein.
(d) With respect to any amounts withdrawn, a withdrawing Participant does not share in the income, gains and losses resulting from the venture or have any other rights or obligations as a Participant after the effective date of its withdrawal except as provided in Section 3.7 and Section 4.4.
