Net Asset Value Calculation Clause Samples
Net Asset Value Calculation. (a) CCT shall deliver to FSIC a calculation of the net asset value of CCT as of a date mutually agreed between FSIC and CCT, such date to be no earlier than two Business Days prior to the Closing Date (such agreed date, the “Determination Date”), calculated in good faith as of such date and based on the same assumptions and methodologies, and applying the same categories of adjustments to net asset value (except as may be mutually agreed by the parties), used in preparing the calculation of the net asset value of CCT set forth on Section 2.6(a) of the CCT Disclosure Schedule (the “Closing CCT Net Asset Value”); provided that CCT shall update the calculation of the Closing CCT Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing CCT Net Asset Value prior to the Closing; provided further that the Board of Directors of CCT shall be required to approve, and the Joint Advisor shall certify in writing to FSIC, the calculation of the Closing CCT Net Asset Value.
(b) FSIC shall deliver to CCT a calculation of the net asset value of FSIC as of the Determination Date, calculated in good faith as of such date and based on the same assumptions and methodologies, and applying the same categories of adjustments to net asset value (except as may be mutually agreed by the parties), used in preparing the calculation of the net asset value of FSIC set forth on Section 2.6(a) of the FSIC Disclosure Schedule (the “Closing FSIC Net Asset Value”); provided that FSIC shall update the calculation of the Closing FSIC Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing FSIC Net Asset Value prior to the Closing; provided further that the Board of Directors of FSIC shall be required to approve, and the Joint Advisor shall certify in writing to CCT, the calculation of the Closing FSIC Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.6, each of CCT and FSIC will use the portfolio valuation methods approved by its respective Board of Directors for valuing the securities and other assets of CCT or FSIC, as applicable, as of June 30, 2018.
(d) The Joint Advisor agrees to give each of FSIC and CCT and its respective Representatives, upon reasonable request, reasonable access to the individuals who have prepared each calculation provided pursuant to this Section 2.6 and to the information, boo...
Net Asset Value Calculation. (a) The Merging Fund shall deliver to the Corporation the Closing Fund Net Asset Value, as of a date mutually agreed between the Corporation and the Merging Fund, such date to be no earlier than forty-eight (48) hours (excluding Sundays and holidays) prior to the Effective Time (such agreed date, the “Determination Date”). For these purposes, the term “Closing Fund Net Asset Value” shall be an amount equal to (i) the net asset value of the Merging Fund as of June 30, 2025, calculated in good faith as of such date and based on the same assumptions and methodologies, and applying the same categories of adjustments to net asset value (or partners capital or similar determination), historically used by the Merging Fund in preparing the calculation of the net asset value (or partners capital or similar determination) of the Merging Fund (with an accrual for any dividend or other distribution (including, if applicable, the Pre-Closing Distribution) declared by the Merging Fund and not yet paid), plus (ii) the aggregate amount of capital contributions made to the Merging Fund during the period commencing on June 30, 2025 and ending on the Determination Date (the “Interim Period”), minus (iii) without duplication of any of the matters included within the foregoing (i) and (ii), dividends or distributions made by the Merging Fund, or declared but not paid (including without limitation, the full amount of the Pre-Closing Distribution), during the Interim Period. The calculation of the Closing Fund Net Asset Value shall be accompanied by a schedule setting for the amount of Merger Consideration to which each Limited Partner is entitled (the “Merger Consideration Schedule”). Notwithstanding the foregoing, the Merging Fund shall update the calculation of the Closing Fund Net Asset Value (and the Merger Consideration Schedule) in the event that the Closing is subsequently materially delayed or there is a material change to the Closing Fund Net Asset Value prior to the Closing (including any dividend declared after the Determination Date but prior to Closing) and as needed to ensure the Closing Fund Net Asset Value is determined within forty-eight (48) hours (excluding Sundays and holidays) prior to the Effective Time.
Net Asset Value Calculation. (a) Three days prior to the Closing Date (such date, the “Determination Date”), the Company shall deliver to Parent a calculation of the estimated net asset value of the Company as of 5:00 p.m. New York City time on the day prior to the Closing Date (the “Closing Company Net Asset Value”), calculated in good faith and based on the same assumptions and methodologies, and applying the same types of adjustments, used in preparing the calculation of the net asset value of the Company as of March 31, 2019 as set forth on, and modified by, Section 2.5(a) of the Company Disclosure Letter (and, in the case of the line items under “Transaction Costs & Expenses” therein, giving effect to the transactions contemplated hereby). The Chief Financial Officer of the Company shall certify in writing to Parent the calculation of the Closing Company Net Asset Value.
(b) On the Determination Date, Parent shall deliver to the Company a calculation of the estimated net asset value of Parent as of 5:00 p.m. New York City time on the day prior to the Closing Date (the “Closing Parent Net Asset Value”), calculated in good faith and based on the same assumptions and methodologies, and applying the same types of adjustments, used in preparing the calculation of the net asset value of Parent as of March 31, 2019 as set forth on, and modified by, Section 2.5(b) of the Parent Disclosure Letter (and, in the case of the line items under “Transaction Costs & Expenses” therein, giving effect to the transactions contemplated hereby). The Chief Financial officer of Parent shall certify in writing to the Company the calculation of the Closing Parent Net Asset Value.
(c) Each of the Company and Parent shall afford the other, and the other’s respective Representatives, reasonable access to the individuals who have prepared the calculations of the Closing Company Net Asset Value and the Closing Parent Net Asset Value, as applicable, and to the applicable information, books, records, work papers and back-up materials (including any reports prepared by valuation agents) used in preparing the same, in order to assist the other and the other’s respective Representatives in reviewing the calculations undertaken pursuant to this Section 2.5.
Net Asset Value Calculation. Not later than the 20th day of every calendar month that begins after the filing of the Registration Statement with the SEC and until the Proxy Statement/Prospectus is first mailed to Full Circle's stockholders, Newco shall deliver to Full Circle a calculation of the Newco Net Asset Value, in each case as of the last day of the calendar month immediately preceding the date of delivery. Newco shall give Full Circle and its Representatives reasonable access to the individuals who have prepared each such calculation and to such information, books, records and work papers as may be reasonably requested in order to assist it with its review of such calculation. Newco shall, and shall cause its Representatives to, reasonably cooperate with Full Circle to promptly resolve any disputes over any aspect of the calculation of Net Asset Value.
Net Asset Value Calculation. Such Borrower will cause each Related Fund to calculate its Net Asset Value on each day that the New York Stock Exchange is open for business and on each other day that is required by applicable law or such Related Fund’s Prospectus.
Net Asset Value Calculation. Parent shall provide the Company with a written statement setting forth its calculation of Net Asset Value, including reasonable supporting detail, (a) as of a date mutually agreed between Parent and the Company that is estimated to be seven Business Days prior to the Closing Date, calculated as of such date (provided that Parent agrees to update such calculation in the event that the Closing is subsequently materially delayed and provided further that the board of directors of Parent shall not be required to approve such computation of Net Asset Value) and (b) not later than the Business Day prior to the Closing Date, calculated as of the date that shall be applicable to the calculation of Net Asset Value for purposes of Section 3.1(d). In each case, Parent shall give the Company and its Representatives reasonable access to the individuals who have prepared such calculation and to such information, books, records and work papers as may be reasonably requested in order to assist the Company with its review of such calculation. Parent and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with each other to resolve any disputes over any aspect of the calculation of Net Asset Value. Parent and the Company shall cooperate in good faith following the date of this Agreement to agree on the form of such statement and backup materials.
Net Asset Value Calculation. (a) Section 4.2 of the Company Disclosure Letter and Section 4.2 of the Newco Disclosure Letter set forth, respectively, a calculation of the Company Net Asset Value and a calculation of the Newco Net Asset Value, in each case as of March 31, 2016.
(b) Not later than the 15th day of every calendar month after June 30, 2016, and until the Proxy Statement/Prospectus is first mailed to the Company’s stockholders, (i) the Company shall deliver to Newco a calculation of the Company Net Asset Value that is consistent with the methodology described in Section 4.2(a) and (ii) Newco shall deliver to the Company a calculation of the Newco Net Asset Value, in each case as of the last day of the calendar month immediately preceding the date of delivery. The Company and Newco each shall give the other party and its Representatives reasonable access to the individuals who have prepared each such calculation and to such information, books, records and work papers as may be reasonably requested in order to assist it with its review of such calculation. The Company and Newco each shall, and shall cause their respective Representatives to, reasonably cooperate with each other to promptly resolve any disputes over any aspect of the calculation of Net Asset Value.
(c) Newco and the Company shall cooperate in good faith to finalize as promptly as practicable the calculations of Company Net Asset Value and Newco Net Asset Value as of the Measurement Date and to apply those calculations to determine the Exchange Ratio. The Proxy Statement/Prospectus shall not be mailed to the Company’s stockholders until Newco and the Company have mutually agreed the Measurement Date calculations of Company Net Asset Value and Newco Net Asset Value and the Exchange Ratio. No changes shall be made to those calculations after the Proxy Statement/Prospectus is mailed.
Net Asset Value Calculation. (a) The Company shall deliver to the Acquiror a calculation of the net asset value of the Company, reduced by any Company Transaction Expenses, as of a date mutually agreed between the Acquiror and the Company, such date to be no earlier than forty-eight (48) hours (excluding Sundays and holidays) prior to the Effective Time (such agreed date, the “Determination Date”), calculated in good faith as of such date and based on the same assumptions and methodologies, and applying the same categories of adjustments to net asset value, historically used by the Company in preparing the calculation of the net asset value per Company Unit (with an accrual for any dividend declared by the Company and not yet paid) (the “Closing Company Net Asset Value”); provided that the Company shall update the calculation of the Closing Company Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing Company Net Asset Value prior to the Closing (including any dividend declared after the Determination Date but prior to Closing) and as needed to ensure the Closing Company Net Asset Value is determined within forty-eight (48) hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Company Board, including a majority of the Independent Directors of the Company Board, shall be required to approve, and the Chief Financial Officer of the Company shall certify in writing to the Acquiror, the calculation of the Closing Company Net Asset Value.
(b) In connection with preparing the calculation provided pursuant to this Section 2.4, the Company shall use the portfolio valuation methods approved by the Company Board for valuing the securities and other assets of the Company as of June 30, 2024. In furtherance thereof, the Company shall utilize the services of one or more third-party valuation agents in preparing the valuation of each material security or other asset of the Company that (i) does not have a readily available market quotation and (ii) has been given a risk rating below the score of “4A” based on its operating performance and underlying business characteristics as of September 30, 2024.
(c) The Company shall afford the Acquiror and its Representatives, upon reasonable request, reasonable access to the individuals who have prepared the calculation provided pursuant to this Section 2.4 and to the information, books, records, work papers and back-up materials used or useful in p...
Net Asset Value Calculation. The Account’s assets will be valued by the Custodian in accordance with Exhibit C.
Net Asset Value Calculation. (a) The Company shall deliver to the Acquiror a calculation of the net asset value of the Company, as of a date mutually agreed between the Acquiror and the Company, such date to be no earlier than forty-eight (48) hours (excluding Sundays and holidays) prior to the Effective Time (such agreed date, the “Determination Date”), calculated in good faith as of such date and based on the same assumptions and methodologies, and applying the same categories of adjustments to net asset value (or partners capital or similar determination), historically used by the Company in preparing the calculation of the net asset value (or partners capital or similar determination) of the Company (with an accrual for any dividend declared by the Company and not yet paid) (the “Closing Company Net Asset Value”); provided that the Company shall update the calculation of the Closing Company Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing Company Net Asset Value prior to the Closing (including any dividend declared after the Determination Date but prior to Closing) and as needed to ensure the Closing Company Net Asset Value is determined within forty-eight (48) hours (excluding Sundays and holidays) prior to the Effective Time.
(b) In connection with preparing the calculation provided pursuant to this Section 2.3, the Company shall use the portfolio valuation methods used by the Managing Member for valuing the securities and other assets of the Company as of December 31, 2024.
(c) The Company shall afford the Acquiror and its representatives, upon reasonable request, reasonable access to the individuals who have prepared the calculation provided pursuant to this Section 2.3 and to the information, books, records, work papers and back-up materials used or useful in preparing such calculation, including without limitation any reports prepared by valuation agents, in order to assist the Acquiror with its review of such calculation.