Disputed Calculations or Valuations. If a party (a “Disputing Party”) reasonably disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return Amount or (II) the Value of any transfer of Eligible Credit Support or Equivalent Credit Support, then: (1) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following, in the case of (I) above, the date that the demand is received under Paragraph 2 or, in the case of (II) above, the date of transfer; The purpose of this Share Swap and Share Basket Swap Master Confirmation Agreement (this “Master Confirmation Agreement”) is entered between Doo Prime (“Party A” or “DP”) and Client (“Party B” or “Counterparty”) to confirm certain general terms and conditions of the Share Swap and/or Share Basket Swap Transactions (each, a “Transaction”) to be entered into between us from time to time and to facilitate the process of entering into and confirming such Transactions. The parties intend that each Transaction shall be a separate Transaction for the purposes of the Master Agreement referred to below. The confirmation applicable to each Transaction, which shall constitute a “Confirmation” for purposes of the Master Agreement, shall consist of this Master Confirmation Agreement as supplemented by the trade details applicable to such Transaction as set forth in a Transaction Supplement which may be in the form of Annex 2 (Transaction Supplement for Share Swaps) or Annex 3 (Transaction Supplement for Share Basket Swaps) attached hereto or in a different form to which the parties agree, or any amendment to any of the foregoing (each, a “Transaction Supplement”). All provisions contained in this Master Confirmation Agreement govern each Confirmation except as expressly modified in a Transaction Supplement. Notwithstanding the foregoing, the parties acknowledge and agree that the execution of this Master Confirmation Agreement does not require them to document Transactions in accordance with this Master Confirmation Agreement. This Master Confirmation Agreement, together with any Transaction Supplement, supplements, forms a part of, and is subject to, an ISDA 2002 Master Agreement (the “Master Agreement”) as amended and supplemented from time to time, between DP and Counterparty and the ISDA 1995 Credit Support Annex (English law) between DP and Counterparty (together with the Master Agreement, the “Agreement”). All provisions contained in the Master Agreement govern this Master Confirmation Agreement except as expressly modified below. A person who is not a party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of the Agreement. The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (as amended from time to time, the “Equity Definitions”) and the 2006 ISDA Definitions (as amended from time to time, the “2006 Definitions”), each as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Master Confirmation Agreement. If in relation to any Transaction there is any inconsistency in terms or definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) the Transaction Supplement; (ii) this Master Confirmation Agreement; (iii) the Equity Definitions; (iv) the 2006 Definitions; and (v) the Master Agreement. The general terms of each Share Swap Transaction and Share Basket Swap Transaction to which this Master Confirmation Agreement relates are as follows (unless otherwise specified in the relevant Transaction Supplement), as supplemented by the Transaction Supplement related to such Transaction: General Terms: Trade Date: As specified in the Transaction Supplement. Effective Date: As specified in the Transaction Supplement.
Appears in 2 contracts
Sources: Client Agreement, Client Agreement