Determination Agent Clause Samples
The Determination Agent clause designates a specific party responsible for making decisions or calculations required under the agreement. Typically, this agent may be tasked with determining values, events, or outcomes that affect the rights and obligations of the parties, such as calculating interest rates, settlement amounts, or confirming the occurrence of certain events. By assigning this role, the clause ensures that there is a clear and authoritative source for resolving uncertainties or ambiguities, thereby facilitating smooth contract administration and reducing the potential for disputes.
Determination Agent. (A) Subject as provided in the Conditions and the Determination Agency Agreement, the Issuer shall use all reasonable efforts to procure that there shall at all times be a Determination Agent for so long as any of the ETP Securities are outstanding. If the Determination Agent resigns or its appointment is terminated for any reason, the Issuer shall use all reasonable efforts to appoint a reputable entity that provides services of a similar type to those required of the Determination Agent under the Relevant Provisions or a leading bank or investment banking firm engaged in the interbank market (or, if appropriate, money, swap, commodity or over-the-counter commodity futures and options or index options market) that the Issuer reasonably determines is capable of making the calculation(s) required to be made by the Determination Agent under the Relevant Provisions to act as such in its place.
(B) The Determination Agent shall not be liable (whether directly or indirectly, in contract, in tort or otherwise) to the Issuer, any ETP Securityholder, any other Programme Party or any other person for any Loss incurred by any such person that arises out of or in connection with the performance by the Determination Agent of its obligations under the Determination Agency Agreement, the Conditions and the other Relevant Provisions provided that nothing shall relieve the Determination Agent from any Loss arising by reason of acts or omissions constituting bad faith, fraud or gross negligence of the Determination Agent (any such act or omission, a "Determination Agent Breach").
(1) If the Determination Agent would, but for the operation of this Condition 10.6(B)(1), be held liable for any Loss arising as the result of a Determination Agent Breach, the Determination Agent shall nevertheless incur no liability to the Issuer, any ETP Securityholder, any other Programme Party or any other person if such Determination Agent Breach results solely and directly from either (i) the failure by any other Programme Party to provide any notice, instruction or direction which such Programme Party is required or permitted to give under the Conditions or any relevant Programme Document or (ii) a delay in the delivery by any other Programme Party of any notice, instruction or direction which such Programme Party is required or permitted to give to the Determination Agent under the Conditions or any relevant Programme Document.
(2) If the Determination Agent would, but for the operation o...
Determination Agent. The Determination Agent is hereby appointed to act as Determination Agent with respect to each Series of ETP Securities. The Determination Agent shall be appointed upon the terms set out herein and to perform the services described herein until termination of this Determination Agency Agreement as provided in Clause 10, and the Determination Agent accepts such appointment and agrees to assume the obligations set out below.