Calculation Agent Clause Example with Variations from Business Contracts

This page contains Calculation Agent clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Calculation Agent. Bank; provided that, following the occurrence of an Event of Default pursuant to Section 5(a)(vii) of the Agreement with respect to which Bank is the Defaulting Party, Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation Agent. Upon re...ceipt of written request from Counterparty, the Calculation Agent shall promptly (but in no event later than within five 8 (5) Exchange Business Days from the receipt of such request) provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or information from external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Bank’s proprietary models or other information that may be proprietary or subject to contractual, legal or regulatory obligations to not disclose such information). All calculations and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. View More Arrow
Found in Fifth Third Bancorp contract

Variations of a "Calculation Agent" Clause from Business Contracts

Calculation Agent. Bank; provided that, following the occurrence of Dealer; In addition, if at any time an Event of Default pursuant to Section 5(a)(vii) of the Agreement occurs or exists with respect to which Bank is the Defaulting Party, Dealer ,then Counterparty shall have the right to designate will appoint a nationally recognized third-party third party independent dealer in over-the-counter corporate equity derivatives the relevant market to act, during act as Calculation Agent. For the period commencing on ...the date such Event avoidance of Default occurred doubt, all calculations and ending on the Early Termination Date with respect to such Event determinations of Default, as the Calculation Agent. Upon receipt of Agent shall be done in a commercially reasonable manner. Following any determination or calculation by the Calculation Agent hereunder, upon a written request from by Counterparty, the Calculation Agent shall will promptly (but in any event no event later than within five 8 (5) Exchange Business Days from the following receipt of such request) written request by Dealer) provide to Counterparty with by e-mail to the e-mail address provided by Counterparty in such written request a written explanation describing report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail any the basis for such determination or calculation, adjustment or determination made by it (including any quotations, market data or information from external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Bank’s proprietary models or other information it being understood that may be proprietary or subject to contractual, legal or regulatory obligations to not disclose such information). All calculations and determinations by the Calculation Agent shall not be made obligated to disclose any proprietary or confidential models or any other confidential or proprietary information, in good faith and in a commercially reasonable manner. each case, used by it for such determination or calculation. View More Arrow
Found in Corning Inc. contract
Calculation Agent. Bank; Dealer; provided that, following the occurrence of an Event of Default pursuant to Section 5(a)(vii) of the Agreement with respect to which Bank is the Defaulting Party, Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation Agent.... Upon receipt of written request from Counterparty, the Calculation Agent shall promptly (but in no event later than within five 8 (5) Exchange Business Days from the receipt of such request) provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or information from external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Bank’s proprietary models or other information that may be proprietary or subject to contractual, legal or regulatory obligations to not disclose such information). All all calculations and determinations by the Calculation Agent (other than calculations or determinations made by reference to the Indenture) shall be made in good faith and in a commercially reasonable manner. manner and assuming for such purposes that Dealer is maintaining, establishing and/or unwinding, as applicable, a commercially reasonable hedge position; provided further that if an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party occurs, Counterparty shall have the right to appoint a successor calculation agent which shall be a nationally recognized third-party dealer in over-the-counter corporate equity derivatives. The Calculation Agent agrees that it will promptly (but in any event within five (5) Exchange Business Days), upon written notice from Counterparty, provide a statement displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be (including any quotations, market data or information from internal or external sources used in making such determination, adjustment or calculation, it being understood that the Calculation Agent shall not be required to disclose any confidential information or proprietary models used by it in connection with such determination, adjustment or calculation, as the case may be). View More Arrow
Found in CNX Resources Corp contract
Calculation Agent. Bank; GS&Co; provided that, following the occurrence of an Event of Default pursuant to Section 5(a)(vii) of the Agreement with respect to which Bank GS&Co. is the Defaulting Party, Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation Age...nt. Upon receipt of Agent with respect to the Transactions under this Master Confirmation. Following any determination or calculation by the Calculation Agent hereunder, upon a written request from by Counterparty, the Calculation Agent shall will promptly (but in any event no event later than within the earlier of (i) the time at which Counterparty becomes obligated to make any payment or delivery or take any other action as a result of such determination or calculation and (ii) the date five 8 (5) Exchange Business Days from following the receipt date of such request) determination or calculation) provide to Counterparty with by e-mail to the e-mail address provided by Counterparty in such written request a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market report (in a commonly used file format for the storage and manipulation of financial data or information from external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Bank’s any proprietary models of the Calculation Agent or other information that may is or is reasonably likely to be proprietary or subject to contractual, legal or regulatory obligations not to not disclose such information). All calculations and determinations by information) displaying in reasonable detail the basis for such determination or calculation, as the case may be. Whenever the Calculation Agent shall be made is required or permitted to exercise discretion in any way, it will do so in good faith and in a commercially reasonable manner. View More Arrow
Found in Humana Inc. contract
Calculation Agent. Bank; Dealer; provided that, following the occurrence of an Event of Default pursuant to Section 5(a)(vii) of the Agreement with respect to which Bank is the Defaulting Party, Counterparty that all determinations made by Calculation Agent shall have the right to designate be made in good faith and in a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early Te...rmination Date with respect to such Event of Default, as the Calculation Agent. Upon commercially reasonable manner; provided further that (i) upon receipt of written request from Counterparty, the Calculation Agent shall promptly (but in no any event later than within five 8 (5) Exchange Business Scheduled Trading Days from the of receipt of such written request) provide to Counterparty with by e-mail to the e-mail address provided by Counterparty in such request a report (in a commonly used file format for the storage and manipulation of financial data) a written explanation 14 describing in reasonable detail any calculation, adjustment adjustment, or determination made by it (including any quotations, quotation, market data or information from internal or external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Bank’s Calculation Agent’s proprietary models or other information that may be proprietary or subject confidential), (ii) if an Event of Default described in Section 5(a)(vii) of the Agreement has occurred and is continuing with respect to contractual, legal or regulatory obligations to not disclose such information). All calculations and determinations by Dealer, the Calculation Agent shall be made a leading recognized dealer in equity derivatives designated in good faith by Counterparty for so long as such Event of Default is continuing and (iii) if Counterparty promptly disputes in writing any calculation, adjustment or determination and provides reasonable detail as to the basis for such dispute, the Calculation Agent shall, to the extent permitted by applicable law, rule, regulation and policies of the Calculation Agent (as reasonably determined by the Calculation Agent), discuss the dispute with Counterparty, it being understood that (x) notwithstanding such discussion, the Calculation Agent’s calculation, adjustment or determination shall apply to the Transaction and be binding on the parties and (y) the Calculation Agent may require Counterparty to deliver a commercially reasonable manner. written representation that Counterparty and each of its affiliates is not in possession of any material non-public information with respect to Counterparty or the Shares. View More Arrow
Found in ON SEMICONDUCTOR CORP contract