Common use of Valuation Agent Clause in Contracts

Valuation Agent. Prior to the Closing, the Parties will enter into the valuation agent appointment letter with a valuation agent mutually acceptable to the parties whereby a Valuation Agent (as defined in the Stock Purchase Agreement) will be engaged and pursuant to which the Parties and the Valuation Agent have agreed that the Valuation Agent shall use the valuation methodologies set forth on Exhibit D attached hereto, other than in connection with the AIG Equity Unit Public Offering. The Parties acknowledge and agree that Exhibit D amends and restates Section 11.05 of the Seller Disclosure Letter (as defined in the Stock Purchase Agreement) in its entirety for any determination of Fair Value pursuant to Section 11.05(e)(i) of the Stock Purchase Agreement. The Parties hereby waive Section 11.05(e) of the Stock Purchase Agreement insofar as it required the engagement of a Valuation Agent prior to Closing (as such term is defined in the Stock Purchase Agreement).