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.
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.
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.
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).
Valuation Agent. The Chargor shall procure that all calculations carried out by the Valuation Agent shall be determined in a commercially reasonable manner.
Valuation Agent. 11 25 Law and jurisdiction.................................................... 11 26 Amendments.............................................................. 11 27 Counterparts............................................................ 11
