The Calculation Agent Sample Clauses
The Calculation Agent clause designates the party responsible for determining key values, calculations, or outcomes under the agreement, such as interest rates, payment amounts, or settlement figures. Typically, this agent may be one of the contracting parties or a mutually agreed third party, and their determinations are often binding unless manifestly incorrect. By clearly assigning this role, the clause ensures that complex or variable financial terms are calculated consistently and efficiently, reducing disputes and providing certainty to both parties.
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The Calculation Agent. (a) The Administrative Agent hereby appoints ▇▇▇▇▇ Fargo Bank, N.A. as Calculation Agent, and authorizes the Calculation Agent to take such actions and to exercise such powers and perform such duties as are expressly delegated to the Calculation Agent by the terms hereof, together with such other powers as are reasonably incidental thereto.
(i) The duties of the Calculation Agent hereunder shall be limited to (A) verifying the calculations of the Borrowers (collectively, the “Calculations”) with respect to each Borrowing Request, each Monthly Borrower Report, each Monthly Payment Report, each Reserve Release Request, each Request for Release and each Compliance Certificate based solely on information provided to the Calculation Agent by the Borrowers, in each case, as set forth on Schedule VI hereto, (B) determining the LIBOR Rate and SWAP Rate hereunder and (C) maintaining the records set forth in Section 2.01(f).
(ii) The Administrative Agent, at the Loan Parties’ expense, may retain a nationally recognized accounting firm to conduct an annual audit with respect to the Modeling conducted by the Calculation Agent. The Calculation Agent shall verify the Calculations through the use of a computer modeling program developed by the Calculation Agent (such program, the “Model”, and such process of verification, “Modeling”). The Calculation Agent shall use good faith efforts in developing the Model and in conducting all Modeling with respect to the Calculations.
(iii) In the event of a discrepancy between the calculations received by the Calculation Agent from the Borrowers and the results of the Modeling conducted by the Calculation Agent, the Calculation Agent shall give prompt written notice (which may be in electronic form) of such discrepancy to the Borrowers and the Administrative Agent, and the Calculation Agent shall work with such parties to resolve such discrepancy. In each case, the final result agreed to by the parties with respect to such Calculations shall be approved in writing (which may be in electronic form) by the Borrowers and the Administrative Agent.
(iv) Each of the Borrowers, the Lenders and the Administrative Agent agree that so long as the Calculation Agent complies with the terms of clauses (ii) and (iii) above, the Calculation Agent shall have no liability with respect to any Calculations that are verified by the Calculation Agent (including pursuant to consultations described in clause (iii) above) that are subsequently determined t...
The Calculation Agent which is a JPMorgan Chase affiliate, has broad discretionary powers which may not take into account the interests of the Holders
The Calculation Agent. (a) The Calculation Agent, as agent for the Master Servicer, shall timely and accurately (i) perform and provide to the Trustee calculations of all amounts of principal and interest required to be distributed on each Distribution Date pursuant to this Article 4; (ii) in connection with such calculations, determine the appropriate One Month LIBOR with respect to each Interest Determination Date in accordance with the definition of “One Month LIBOR” set forth in Section 1.1, and (iii) with respect to each Distribution Date, determine the Pre-Funding Account Earnings in accordance with the definition of “Pre-Funding Account Earnings” set forth in Section 1.1. The Calculation Agent shall not resign from its capacity as the Calculation Agent on fewer than sixty (60) prior written days notice to the Master Servicer.
(b) The compensation of the Calculation Agent shall be the responsibility of the Master Servicer, payable from the Master Servicing Fee.
(c) The Master Servicer may terminate the Calculation Agent, in its capacity as the Calculation Agent, at any time, with or without cause, upon thirty (30) days notice in writing to the Calculation Agent. No fee shall be payable to the Calculation Agent in connection with any such termination.
The Calculation Agent. (a) The Calculation Agent, as agent for the Master Servicer, shall timely and accurately (i) perform and provide to the Indenture Trustee calculations of all amounts of principal and interest required to be distributed on each Payment Date pursuant to this Article 4; (ii) in connection with such calculations, determine the appropriate One Month LIBOR with respect to each Interest Determination Date in accordance with the definition of “One Month LIBOR” set forth in Section 1.1, and (iii) with respect to each Payment Date, determine the Pre-Funding Account Earnings for each Pre-Funding Subaccount in accordance with the definition of “Pre-Funding Account Earnings” set forth in Section 1.1. The Calculation Agent shall not resign from its capacity as the Calculation Agent on fewer than sixty (60) prior written days notice to the Master Servicer.
(b) The compensation of the Calculation Agent shall be the responsibility of the Master Servicer, payable from the Master Servicing Fee.
(c) The Master Servicer may terminate the Calculation Agent, in its capacity as the Calculation Agent, at any time, with or without cause, upon thirty (30) days notice in writing to the Calculation Agent. No fee shall be payable to the Calculation Agent in connection with any such termination.
The Calculation Agent. (a) The Lenders hereby appoint U.S. Bank National Association as Calculation Agent, and authorize the Calculation Agent to take such actions and to exercise such powers and perform such duties as are expressly delegated to the Calculation Agent by the terms hereof, together with such other powers as are reasonably incidental thereto and U.S. Bank National Association hereby accepts such appointment.
The Calculation Agent. (a) The Calculation Agent, as agent for the Servicer, shall timely and accurately (i) perform and provide to the Trustee calculations of all amounts of principal and interest required to be distributed on each Distribution Date pursuant to this Article 4; and (ii) in connection with such calculations, determine the appropriate One Month LIBOR with respect to each Interest Determination Date in accordance with the definition of “One Month LIBOR” set forth in Section 1.1. The Calculation Agent shall not resign from its capacity as the Calculation Agent on fewer than sixty (60) prior written days notice to the Servicer.
(b) The compensation of the Calculation Agent shall be the responsibility of the Servicer, payable from the Servicing Fee.
(c) The Servicer may terminate the Calculation Agent, in its capacity as the Calculation Agent, at any time, with or without cause, upon thirty (30) days notice in writing to the Calculation Agent. No fee shall be payable to the Calculation Agent in connection with any such termination.
The Calculation Agent. (a) The Calculation Agent, as agent for the [Master] Servicer, shall timely and accurately (i) perform and provide to the Trustee calculations of all amounts of principal and interest required to be distributed on each Distribution Date pursuant to this Article 4; (ii) in connection with such calculations, determine the appropriate One Month LIBOR with respect to each Interest Determination Date in accordance with the definition of "One Month LIBOR" set forth in Section 1.1, and (iii) with respect to each Distribution Date, determine the Pre-Funding Account Earnings in accordance with the definition of "Pre-Funding Account Earnings" set forth in Section 1.1. The Calculation Agent shall not resign from its capacity as the Calculation Agent on fewer than sixty (60) prior written days notice to the [Master] Servicer.
The Calculation Agent. (a) The Lenders hereby appoint U.S. Bank National Association as Calculation Agent, and authorize the Calculation Agent to take such actions and to exercise such powers and perform such duties as are expressly delegated to the Calculation Agent by the terms hereof, together with such other powers as are reasonably incidental thereto and U.S. Bank National Association hereby accepts such appointment.
(i) The duties of the Calculation Agent hereunder shall be limited to those duties expressly set forth in this Agreement.
(ii) In the event of a discrepancy between the calculations received by the Calculation Agent from the Borrowers or the Borrower Representative and the results of the reviews thereof conducted by the Calculation Agent, the Calculation Agent shall give prompt written notice (which shall be in electronic form posted to the Data Site) of such discrepancy, and the Calculation Agent shall work with such parties to resolve such discrepancy.
(iii) Each of the Borrowers, the Borrower Representative, the Master Property Manager, the Lenders and the Agent agree that so long as the Calculation Agent complies with the terms of clause (ii) above, the Calculation Agent shall have no liability with respect to any calculations that are verified by the Calculation Agent (including pursuant to consultations described in clause (ii) above) that are subsequently determined to be incorrect. For avoidance of doubt, such exculpation from liability shall include, without limitation, any loss, liability or expense of Lenders incurred as a result of lending to Borrowers based on any such erroneous calculations.
(b) Any successor Calculation Agent shall be appointed by the Agent subject to providing notice thereof to the Lenders and the absence of objection thereto by the Required Lenders within five (5) Business Days after being notified thereof (or such shorter period in which the Required Lenders consent thereto). The Agent shall have the right to approve in its sole discretion the fees (including any adjustments or modifications thereto) required to engage the services of any such successor Calculation Agent and such approved fee shall constitute the Calculation Agent Fee.
(c) The Calculation Agent shall be entitled to indemnification, pursuant to Section 2.8(b)(iii), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including ...
The Calculation Agent. (a) The Issuer hereby appoints U.S. Bank as Calculation Agent in accordance with the terms of the Notes solely with respect to calculating the amount of interest to be paid with respect to the Notes, including determining the Alternate Base Rate and the Term SOFR, in the manner and at the times provided in the Notes and Indenture, and U.S. Bank hereby accepts such appointment.
(b) The Calculation Agent shall not be under any duty to succeed to, assume or otherwise perform any of the duties of the Issuer or its designee, or to appoint a successor or replacement designee in the event of its resignation or removal, or to remove and replace the Issuer’s designee in the event of a default, breach or failure of performance on the part of the designee with respect to its duties and obligations under the terms of this Indenture and the Notes. In the event that the Calculation Agent has determined (and notified the Issuer or its designee that), or has been notified that, the current designated benchmark is not or will not be available on an Interest Payment Determination Date, then unless the Calculation Agent is notified of a Benchmark Replacement in accordance with the provisions of the terms of this Indenture and the Notes at least one U.S. Government Securities Business Day prior to the applicable Interest Payment Date, the Calculation Agent shall use the interest rate in effect for the immediately prior interest period.
(c) In acting under this Agreement, the Calculation Agent (in its capacity as such) does not assume any obligation toward, or any relationship of agency or trust for or with the Holders of the Notes.
(d) The Calculation Agent shall have no liability for any interest rate published by any publication that is the source for determining the interest rates of the Notes, or for any rates published on any publicly available source, including without limitation the SOFR Administrator’s Website, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such, or for any subsequent correction or adjustment thereto.
(e) If the Calculation Agent receives any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from the Issuer or its designee, or any other party with respect to the performance of its duties hereunder which, in the Calculation Agent’s reasonable and good faith opinion, is in conflict with any of the provisions of this Agreement, or is advised that a dispu...
The Calculation Agent. (a) The Calculation Agent, as agent for the Master Servicer, shall timely and accurately (i) perform and provide to the Indenture Trustee calculations of all amounts of principal and interest required to be distributed on each Payment Date pursuant to this Article 4; and (ii) in connection with such calculations, determine the appropriate One Month LIBOR with respect to each Interest Determination Date in accordance with the definition of “One Month LIBOR” set forth in Section 1.1. The Calculation Agent shall not resign from its capacity as the Calculation Agent on fewer than sixty (60) prior written days notice to the Master Servicer.
(b) The compensation of the Calculation Agent shall be the responsibility of the Master Servicer, payable from the Master Servicing Fee.
(c) The Master Servicer may terminate the Calculation Agent, in its capacity as the Calculation Agent, at any time, with or without cause, upon thirty (30) days notice in writing to the Calculation Agent. No fee shall be payable to the Calculation Agent in connection with any such termination.