Valuation Agent Sample Clauses

Valuation Agent. The Manager shall appoint a valuation agent for the Trust (the “Valuation Agent”). The Valuation Agent shall act in accordance with the terms and conditions of the Valuation Services Agreement including, but not limited to, that the Valuation Agent, in carrying out its duties and obligations as Valuation Agent, shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
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Valuation Agent. UBS AG in its capacity as valuation agent, as appointed by the Issuer pursuant to the appointment letter dated the date hereof between the Issuer and UBS AG, and its permitted successors and assigns.
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Valuation Agent. The Valuation Agent shall be the agent designated as such in Clause 14.5. Should the Parties not have determined a Valuation Agent under Clause 14.5, the Party asserting a claim for transfer under Clause 3 or Clause 4 shall be the Valuation Agent. Should a Material Reason have occurred in relation to the Valuation Agent designated in accordance with sentences one or two of this Clause 2.1, the Party in relation to which the Material Reason does not subsist shall assume the function of Valuation Agent for so long as the Material Reason subsists.
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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).
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Valuation Agent. The Chargor shall procure that all calculations carried out by the Valuation Agent shall be determined in a commercially reasonable manner.
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Valuation Agent. 11 25 Law and jurisdiction.................................................... 11 26 Amendments.............................................................. 11 27 Counterparts............................................................ 11
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Related to Valuation Agent

  • Calculation Agent The Calculation Agent is Party A.

  • Appointment of Calculation Agent The Issuer appoints the Calculation Agent as its agent for the purpose of calculating the redemption amount and/or, if applicable, the amount of interest in respect of the Relevant Index Linked Notes upon the terms and subject to the conditions of this Agreement. The Calculation Agent accepts such appointment.

  • Market Agent 72 ARTICLE IX

  • The Auction Agent 17 6.1 Duties and Responsibilities..................................................17 6.2 Rights of the Auction Agent..................................................18 6.3 Auction Agent's Disclaimer...................................................18 6.4 Compensation, Expenses and Indemnification...................................18

  • The Auction Agent as Paying Agent The Bank of New York, as the Paying Agent, shall pay to the Holders of AMPS (i) on each Dividend Payment Date, dividends on the AMPS, (ii) on any date fixed for redemption of AMPS, the Redemption Price of any shares called for redemption and (iii) any Late Charge related to any payment of dividends or Redemption Price, in each case after receipt of the necessary funds from the Fund with which to pay such dividends, Redemption Price or Late Charge. The amount of dividends for any Rate Period for the AMPS to be paid by the Paying Agent to the Holders of such shares will be determined by the Trust as set forth in paragraph 2 of Part I of Section 12.1 of the Bylaws. The Redemption Price of any shares to be paid by the Paying Agent to the Holders will be determined by the Trust as set forth in paragraph 8 of Part I of Section 12.1 of the Bylaws. Whenever any AMPS are to be redeemed, the Fund shall mail a Notice of Redemption by first-class mail, postage prepaid, to each Holder of Preferred Shares being redeemed and provide notice to the Paying Agent pursuant to the Bylaws.

  • Distribution Agent “Distribution Agent” has the meaning set forth in Section 4.1.

  • Conversion Agent The Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist that may require any adjustment of the Conversion Rate or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Conversion Agent shall be fully authorized and protected in relying on any Officer’s Certificate delivered pursuant to this Section 11(g) and any adjustment contained therein and the Conversion Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, that may at the time be issued or delivered with respect to any Series A Preferred Stock and the Conversion Agent makes no representation with respect thereto. The Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to the conversion of Series A Preferred Stock or to comply with any of the duties, responsibilities or covenants of the Company contained in this Section 11.

  • Auction Agent's Disclaimer The Auction Agent makes no representation as to the validity or the adequacy of this Agreement, the Broker-Dealer Agreements or the AMPS.

  • Successor Administrative Agent The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Revolving Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

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