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, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains employed by the Joint Advisor or its Affiliates.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (FS Investment CORP), Merger Agreement (Corporate Capital Trust, Inc.), Merger Agreement (FS Investment CORP)
Net Asset Value Calculation. (a) CCT SLIC shall deliver to FSIC PIF a calculation of the net asset value of CCT SLIC as of a date mutually agreed between FSIC PIF and CCTSLIC, such date to be no earlier than two Business Days forty-eight (48) hours (excluding Sundays and holidays) prior to the Closing Date First 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 (except as may be mutually agreed by the parties), historically used by SLIC in preparing the calculation of the net asset value per share of CCT set forth on Section 2.6(aSLIC Common Stock (with an accrual for any dividend declared by SLIC and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT SLIC Net Asset Value”); provided that CCT SLIC shall update the calculation of the Closing CCT SLIC Net Asset Value in the event that the Closing is subsequently materially delayed or there is more than a material de minimis change to the Closing CCT SLIC 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 SLIC Net Asset Value is determined within forty-eight (48) hours (excluding Sundays and holidays) prior to the First Effective Time; provided further that the Board SLIC Board, including a majority of the Independent Directors of CCT SLIC, shall be required to approve, and the Joint Advisor Adviser shall certify in writing to FSICPIF, the calculation of the Closing CCT SLIC 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 calculation provided pursuant to this Section 2.62.4(a), each of CCT and FSIC SLIC will use the portfolio valuation methods approved by its respective the SLIC Board (including a majority of the Independent Directors of SLIC) for valuing the securities and other assets of CCT or FSIC, as applicable, SLIC under Rule 2a-5 promulgated under the Investment Company Act as of June 30the date of this Agreement, 2018except as expressly set forth above in Section 2.4(a) or otherwise agreed by the SLIC Board (including a majority of the Independent Directors of SLIC).
(dc) The Joint Advisor Adviser agrees to give each of FSIC and CCT PIF and its respective Representatives, upon reasonable request, reasonable access to the individuals who have prepared each calculation provided pursuant to this Section 2.6 2.4(a) and to the information, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains individuals remain employed by the Joint Advisor Adviser or its Affiliates.
Appears in 3 contracts
Samples: Merger Agreement (North Haven Private Income Fund LLC), Merger Agreement (SL Investment Corp.), Agreement and Plan of Merger (SL Investment Corp.)
Net Asset Value Calculation. (a) CCT GCIC shall deliver to FSIC GBDC a calculation of the net asset value per share of CCT GCIC Common Stock as of a date mutually agreed between FSIC GBDC and CCTGCIC, such date to be no earlier than two Business Days 48 hours (excluding Sundays and holidays) 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), historically used by GCIC in preparing the calculation of the net asset value per share of CCT set forth on Section 2.6(aGCIC Common Stock (with an accrual for any Tax Dividend declared by GCIC and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT GCIC Net Asset Value”); provided that CCT GCIC shall update the calculation of the Closing CCT GCIC Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing CCT GCIC Net Asset Value prior to the ClosingClosing and as needed to ensure the Closing GCIC Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board GCIC Board, including a majority of the Independent Directors of CCT GCIC, shall be required to approve, and the Joint Advisor GC Advisors shall certify in writing to FSICGBDC, the calculation of the Closing CCT GCIC Net Asset Value.
(b) FSIC GBDC shall deliver to CCT GCIC a calculation of the net asset value per share of FSIC GBDC Common Stock 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), historically used by GBDC in preparing the calculation of the net asset value per share of FSIC set forth on Section 2.6(a) of the FSIC Disclosure Schedule GBDC Common Stock (the “Closing FSIC GBDC Net Asset Value”); provided that FSIC GBDC shall update the calculation of the Closing FSIC GBDC Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing FSIC GBDC Net Asset Value prior to the ClosingClosing and as needed to ensure the Closing GBDC Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board GBDC Board, including a majority of the Independent Directors of FSIC GBDC, shall be required to approve, and the Joint Advisor GC Advisors shall certify in writing to CCTGCIC, the calculation of the Closing FSIC GBDC Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.6, each of CCT GCIC and FSIC GBDC will use the portfolio valuation methods approved by its respective the GCIC Board of Directors or the GBDC Board, as applicable, for valuing the securities and other assets of CCT GCIC or FSICGBDC, as applicable, as of June September 30, 2018.
(d) The Joint Advisor GC Advisors agrees to give each of FSIC GBDC and CCT GCIC 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, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains employed by the Joint Advisor GC Advisors or its Affiliates.
Appears in 2 contracts
Samples: Merger Agreement (GOLUB CAPITAL BDC, Inc.), Merger Agreement (GOLUB CAPITAL INVESTMENT Corp)
Net Asset Value Calculation. (a) CCT GBDC 3 shall deliver to FSIC GBDC a calculation of the net asset value of CCT GBDC 3 as of a date mutually agreed between FSIC GBDC and CCTGBDC 3, such date to be no earlier than two Business Days 48 hours (excluding Sundays and holidays) prior to the Closing Date 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 (except as may be mutually agreed by the parties), historically used by GBDC 3 in preparing the calculation of the net asset value per share of CCT set forth on Section 2.6(aGBDC 3 Common Stock (with an accrual for any dividend declared by GBDC 3 and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT GBDC 3 Net Asset Value”); provided that CCT GBDC 3 shall update the calculation of the Closing CCT GBDC 3 Net Asset Value in the event that the Closing is subsequently materially delayed or there is more than a material de minimis change to the Closing CCT GBDC 3 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 GBDC 3 Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board GBDC 3 Board, including a majority of the Independent Directors of CCT GBDC 3, shall be required to approve, and the Joint Advisor GC Advisors shall certify in writing to FSICGBDC, the calculation of the Closing CCT GBDC 3 Net Asset Value.
(b) FSIC GBDC shall deliver to CCT GBDC 3 a calculation of the net asset value of FSIC GBDC 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), historically used by GBDC in preparing the calculation of the net asset value per share of FSIC set forth on Section 2.6(aGBDC Common Stock (with an accrual for any dividend declared by GBDC and not yet paid) of the FSIC Disclosure Schedule (the “Closing FSIC GBDC Net Asset Value”); provided that FSIC GBDC shall update the calculation of the Closing FSIC GBDC Net Asset Value in the event that the Closing is subsequently materially delayed or there is more than a material de minimis change to the Closing FSIC GBDC 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 GBDC Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board GBDC Board, including a majority of the Independent Directors of FSIC GBDC, shall be required to approve, and the Joint Advisor GC Advisors shall certify in writing to CCTGBDC 3, the calculation of the Closing FSIC GBDC Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.6, each of CCT GBDC 3 and FSIC GBDC will use the portfolio valuation methods approved by its respective the GBDC 3 Board (including a majority of the Independent Directors of GBDC 3) or the GBDC Board (including a majority of the Independent Directors of GBDC), as applicable, for valuing the securities and other assets of CCT GBDC 3 or FSICGBDC, as applicable, under Rule 2a-5 of the Investment Company Act as of June 30the date hereof, 2018except as expressly set forth above in Section 2.6(b) or otherwise agreed by each of the GBDC 3 Board (including a majority of the Independent Directors of GBDC 3) or the GBDC Board (including a majority of the Independent Directors of GBDC).
(d) The Joint Advisor GC Advisors agrees to give each of FSIC GBDC and CCT GBDC 3 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, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains individuals remain employed by the Joint Advisor GC Advisors or its Affiliates.
Appears in 2 contracts
Samples: Merger Agreement (Golub Capital BDC 3, Inc.), Merger Agreement (GOLUB CAPITAL BDC, Inc.)
Net Asset Value Calculation. (a) CCT TCPC shall deliver to FSIC BCIC a calculation of the net asset value of CCT TCPC as of a date mutually agreed between FSIC TCPC and CCTBCIC, such date to be no earlier than two Business Days 48 hours (excluding Sundays and holidays) prior to the Closing Date 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 (except as may be mutually agreed by the parties), ) historically used in preparing the calculation of the net asset value per share of CCT set forth on Section 2.6(aTCPC Common Stock (with an accrual for any dividend declared by TCPC and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT TCPC Net Asset Value”); provided that CCT TCPC shall update the calculation of the Closing CCT TCPC Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material more than de minimis change to the Closing CCT TCPC 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 TCPC Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further provided, further, that the Board of Directors of CCT shall be required to approve, and the Joint Advisor TCP shall certify in writing to FSICBCIC, the calculation of the Closing CCT TCPC Net Asset Value.
(b) FSIC BCIC shall deliver to CCT TCPC a calculation of the net asset value of FSIC BCIC 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 (i) that any quoted investments valued by reference to bid-ask prices shall be valued at the mid-point of the bid-ask spread as reported by the pricing vendor or broker, such that the valuation treatment of such investments is consistent with the valuation policies of TCPC, and (ii) as otherwise may be mutually agreed by the parties), ) historically used in preparing the calculation of the net asset value per share of FSIC set forth on Section 2.6(aBCIC Common Stock (with an accrual for any dividend declared by BCIC and not yet paid) of the FSIC Disclosure Schedule (the “Closing FSIC BCIC Net Asset Value”); provided that FSIC BCIC shall update the calculation of the Closing FSIC BCIC Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material more than de minimis change to the Closing FSIC BCIC 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 BCIC Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further provided, further, that the Board of Directors of FSIC shall be required to approve, and the Joint Advisor BCIA shall certify in writing to CCTTCPC, the calculation of the Closing FSIC BCIC Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.6, each of CCT BCIC and FSIC TCPC will use the portfolio valuation methods adopted by their respective valuation designee and approved by its respective the BCIC Board of Directors or the TCPC Board, as applicable, for valuing the securities and other assets of CCT BCIC or FSICTCPC, as applicable, under Rule 2a-5 of the Investment Company Act as of June 30the Signing Date, 2018except as set forth above in Section 2.6(b) or as otherwise agreed by each of the TCPC Board and the BCIC Board.
(d) The Joint Each Advisor agrees to give each of FSIC TCPC and CCT BCIC 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, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains individuals remain employed by the Joint such Advisor or any of its respective Affiliates.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BlackRock TCP Capital Corp.), Agreement and Plan of Merger (BlackRock Capital Investment Corp)
Net Asset Value Calculation. (a) CCT OTF II shall deliver to FSIC OTF a calculation of the net asset value of CCT OTF II as of a date mutually agreed between FSIC OTF and CCTOTF II, such date to be no earlier than two Business Days 48 hours (excluding Sundays and holidays) prior to the Closing Date 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 (except as may be mutually agreed by the parties), historically used by OTF II in preparing the calculation of the net asset value per share of CCT set forth on Section 2.6(aOTF II Common Stock (with an accrual for any dividend declared by OTF II and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT OTF II Net Asset Value”); provided that CCT OTF II shall update the calculation of the Closing CCT OTF II Net Asset Value in the event that the Closing is subsequently materially delayed or there is more than a material de minimis change to the Closing CCT OTF II 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 OTF II Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board OTF II Board, including a majority of the Independent Directors of CCT OTF II, shall be required to approve, and the Joint Advisor OTF II Adviser shall certify in writing to FSICOTF, the calculation of the Closing CCT OTF II Net Asset Value.
(b) FSIC OTF shall deliver to CCT OTF II a calculation of the net asset value of FSIC OTF 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), historically used by OTF in preparing the calculation of the net asset value per share of FSIC set forth on Section 2.6(aOTF Common Stock (with an accrual for any dividend declared by OTF and not yet paid) of the FSIC Disclosure Schedule (the “Closing FSIC OTF Net Asset Value”); provided that FSIC OTF shall update the calculation of the Closing FSIC OTF Net Asset Value in the event that the Closing is subsequently materially delayed or there is more than a material de minimis change to the Closing FSIC OTF 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 OTF Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board OTF Board, including a majority of the Independent Directors of FSIC OTF, shall be required to approve, and the Joint Advisor OTF Adviser shall certify in writing to CCTOTF II, the calculation of the Closing FSIC OTF Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.62.06, each of CCT OTF II and FSIC OTF will use the portfolio valuation methods adopted by their respective valuation designee and approved by its respective the OTF II Board (including a majority of the Independent Directors of OTF II) or the OTF Board (including a majority of the Independent Directors of OTF), as applicable, for valuing the securities and other assets of CCT OTF II or FSICOTF, as applicable, under Rule 2a-5 of the Investment Company Act as of June 30the date hereof, 2018except as expressly set forth above in Section 2.06(b) or otherwise agreed by each of the OTF II Board (including a majority of the Independent Directors of OTF II) or the OTF Board (including a majority of the Independent Directors of OTF).
(d) The Joint Advisor Each Adviser agrees to give each of FSIC OTF and CCT OTF II and its respective Representatives, upon reasonable request, reasonable access to the individuals who have prepared each calculation provided pursuant to this Section 2.6 2.06 and to the information, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains individuals remain employed by the Joint Advisor such Adviser or any of its respective Affiliates.
Appears in 2 contracts
Samples: Merger Agreement (Blue Owl Technology Finance Corp. II), Merger Agreement (Blue Owl Technology Finance Corp.)
Net Asset Value Calculation. (a) CCT The Acquiror shall deliver to FSIC the Company a calculation of the net asset value of CCT the Acquiror as of a date mutually agreed between FSIC the Acquiror and CCTthe Company, such date to be no earlier than two Business Days forty-eight (48) hours (excluding Sundays and holidays) prior to the Closing Date 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 (except as may be mutually agreed by the parties), historically used by the Acquiror in preparing the calculation of the net asset value per share of CCT set forth on Section 2.6(aAcquiror Common Stock (with an accrual for any dividend declared by the Acquiror and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT Acquiror Net Asset Value”); provided that CCT the Acquiror shall update the calculation of the Closing CCT Acquiror Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing CCT Acquiror Net Asset Value prior to the Closing (including without limitation any dividend declared after the Determination Date but prior to Closing) and as needed to ensure the Closing Acquiror Net Asset Value is determined within forty-eight (48) hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board Acquiror Board, including a majority of the Independent Directors of CCT the Acquiror Board, shall be required to approve, and the Joint Advisor Chief Financial Officer of the Acquiror shall certify in writing to FSICthe Company, the calculation of the Closing CCT Acquiror Net Asset Value.
(b) FSIC The Company shall deliver to CCT the Acquiror a calculation of the net asset value of FSIC the Company 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), historically used by the Company in preparing the calculation of the net asset value per share of FSIC set forth on Section 2.6(aCompany Common Stock (with an accrual for any dividend declared by the Company and not yet paid) of the FSIC Disclosure Schedule (the “Closing FSIC Company Net Asset Value”); provided that FSIC the Company shall update the calculation of the Closing FSIC Company Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing FSIC 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 Board Company Board, including a majority of the Independent Directors of FSIC the Company Board, shall be required to approve, and the Joint Advisor Chief Financial Officer of the Company shall certify in writing to CCTthe Acquiror, the calculation of the Closing FSIC Company Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.62.4, each of CCT the Company and FSIC the Acquiror will use the portfolio valuation methods approved by its respective the Company Board of Directors or the Acquiror Board, as applicable, for valuing the securities and other assets of CCT the Company or FSICthe Acquiror, as applicable, as of June September 30, 20182023, unless otherwise agreed by each of the Acquiror Board and the Company Board.
(d) The Joint Advisor agrees to give each Each of FSIC the Company and CCT the Acquiror shall afford the other, and its the other’s respective Representatives, upon reasonable request, reasonable access to the individuals who have prepared each calculation provided pursuant to this Section 2.6 2.4 and to the information, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains individuals remain employed by the Joint Advisor Company Adviser or its the Acquiror Adviser, as applicable, or their respective Affiliates.
Appears in 2 contracts
Samples: Merger Agreement (MidCap Financial Investment Corp), Merger Agreement (MidCap Financial Investment Corp)
Net Asset Value Calculation. (a) CCT OBDE shall deliver to FSIC OBDC a calculation of the net asset value of CCT OBDE as of a date mutually agreed between FSIC OBDC and CCTOBDE, such date to be no earlier than two Business Days 48 hours (excluding Sundays and holidays) prior to the Closing Date 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 (except as may be mutually agreed by the parties), historically used by OBDE in preparing the calculation of the net asset value per share of CCT set forth on Section 2.6(aOBDE Common Stock (with an accrual for any dividend declared by OBDE and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT OBDE Net Asset Value”); provided that CCT OBDE shall update the calculation of the Closing CCT OBDE Net Asset Value in the event that the Closing is subsequently materially delayed or there is more than a material de minimis change to the Closing CCT OBDE 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 OBDE Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board OBDE Board, including a majority of the Independent Directors of CCT OBDE, shall be required to approve, and the Joint Advisor OBDE Adviser shall certify in writing to FSICOBDC, the calculation of the Closing CCT OBDE Net Asset Value.
(b) FSIC OBDC shall deliver to CCT OBDE a calculation of the net asset value of FSIC OBDC 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), historically used by OBDC in preparing the calculation of the net asset value per share of FSIC set forth on Section 2.6(aOBDC Common Stock (with an accrual for any dividend declared by OBDC and not yet paid) of the FSIC Disclosure Schedule (the “Closing FSIC OBDC Net Asset Value”); provided that FSIC OBDC shall update the calculation of the Closing FSIC OBDC Net Asset Value in the event that the Closing is subsequently materially delayed or there is more than a material de minimis change to the Closing FSIC OBDC 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 OBDC Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board OBDC Board, including a majority of the Independent Directors of FSIC OBDC, shall be required to approve, and the Joint Advisor OBDC Adviser shall certify in writing to CCTOBDE, the calculation of the Closing FSIC OBDC Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.62.06, each of CCT OBDE and FSIC OBDC will use the portfolio valuation methods adopted by their respective valuation designee and approved by its respective the OBDE Board (including a majority of the Independent Directors of OBDE) or the OBDC Board (including a majority of the Independent Directors of OBDC), as applicable, for valuing the securities and other assets of CCT OBDE or FSICOBDC, as applicable, under Rule 2a-5 of the Investment Company Act as of June 30the date hereof, 2018except as expressly set forth above in Section 2.06(b) or otherwise agreed by each of the OBDE Board (including a majority of the Independent Directors of OBDE) or the OBDC Board (including a majority of the Independent Directors of OBDC).
(d) The Joint Advisor Each Adviser agrees to give each of FSIC OBDC and CCT OBDE and its respective Representatives, upon reasonable request, reasonable access to the individuals who have prepared each calculation provided pursuant to this Section 2.6 2.06 and to the information, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains individuals remain employed by the Joint Advisor such Adviser or any of its respective Affiliates.
Appears in 1 contract
Net Asset Value Calculation. (a) CCT The Acquiror shall deliver to FSIC the Company a calculation of the net asset value of CCT the Acquiror as of a date mutually agreed between FSIC the Acquiror and CCTthe Company, such date to be no earlier than two Business Days forty-eight (48) hours (excluding Sundays and holidays) prior to the Closing Date 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 (except as may be mutually agreed by the parties), historically used by the Acquiror in preparing the calculation of the net asset value per share of CCT set forth on Section 2.6(aAcquiror Common Stock (with an accrual for any dividend declared by the Acquiror and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT Acquiror Net Asset Value”); provided that CCT the Acquiror shall update the calculation of the Closing CCT Acquiror Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing CCT Acquiror Net Asset Value prior to the Closing (including without limitation any dividend declared after the Determination Date but prior to Closing) and as needed to ensure the Closing Acquiror Net Asset Value is determined within forty-eight (48) hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board Acquiror Board, including a majority of the Independent Directors of CCT the Acquiror Board, shall be required to approve, and the Joint Advisor Chief Financial Officer of the Acquiror shall certify in writing to FSICthe Company, the calculation of the Closing CCT Acquiror Net Asset Value.
(b) FSIC The Company shall deliver to CCT the Acquiror a calculation of the net asset value of FSIC the Company 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), historically used by the Company in preparing the calculation of the net asset value per share of FSIC set forth on Section 2.6(aCompany Common Stock (with an accrual for any dividend declared by the Company and not yet paid) of the FSIC Disclosure Schedule (the “Closing FSIC Company Net Asset Value”); provided that FSIC the Company shall update the calculation of the Closing FSIC Company Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing FSIC 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 Board Company Board, including a majority of the Independent Directors of FSIC the Company Board, shall be required to approve, and the Joint Advisor Chief Financial Officer of the Company shall certify in writing to CCTthe Acquiror, the calculation of the Closing FSIC Company Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.62.4, each of CCT the Company and FSIC the Acquiror will use the portfolio valuation methods approved by its respective the Company Board of Directors or the Acquiror Board, as applicable, for valuing the securities and other assets of CCT the Company or FSICthe Acquiror, as applicable, as of June 30, 20182023, unless otherwise agreed by each of the Acquiror Board and the Company Board.
(d) The Joint Advisor agrees to give each Each of FSIC the Company and CCT the Acquiror shall afford the other, and its the other’s respective Representatives, upon reasonable request, reasonable access to the individuals who have prepared each calculation provided pursuant to this Section 2.6 2.4 and to the information, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains individuals remain employed by Xxxxxxxx BSP Lending Adviser, L.L.C. or the Joint Advisor Acquiror Adviser, as applicable, or its their respective Affiliates.
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Net Asset Value Calculation. (a) CCT FSK shall deliver to FSIC FSKR a calculation of the net asset value of CCT FSK as of a date mutually agreed between FSIC FSKR and CCTFSK, such date to be no earlier more than two Business Days 48 hours (excluding Sundays and holidays) prior to the Closing Date 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 (except as may be mutually agreed by the parties), historically used by FSK in preparing the calculation of the net asset value of CCT set forth on Section 2.6(aFSK (with an accrual for any cash dividend declared by FSK and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT FSK Net Asset Value”); provided that CCT FSK shall update the calculation of the Closing CCT FSK Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing CCT FSK Net Asset Value prior to the Closing (including without limitation any dividend declared after the Determination Date but prior to Closing) and as needed to ensure the Closing FSK Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board of Directors of CCT FSK Board, including the FSK Independent Directors, shall be required to approve, and the Joint Advisor shall certify in writing to FSICFSKR, the calculation of the Closing CCT FSK Net Asset Value.
(b) FSIC FSKR shall deliver to CCT FSK a calculation of the net asset value of FSIC FSKR 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), historically used by FSKR in preparing the calculation of the net asset value of FSIC set forth on Section 2.6(aFSKR (with an accrual for any cash dividend declared by FSKR and not yet paid) of the FSIC Disclosure Schedule (the “Closing FSIC FSKR Net Asset Value”); provided that FSIC FSKR shall update the calculation of the Closing FSIC FSKR Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing FSIC FSKR Net Asset Value prior to the Closing (including without limitation any dividend declared after the Determination Date but prior to Closing) and as needed to ensure the Closing FSKR Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board of Directors of FSIC FSKR Board, including the FSKR Independent Directors, shall be required to approve, and the Joint Advisor shall certify in writing to CCTFSK, the calculation of the Closing FSIC FSKR Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.6, each of CCT FSK and FSIC will FSKR shall use the portfolio valuation methods approved by its respective the FSK Board of Directors or the FSKR Board, as applicable, for valuing the securities and other assets of CCT FSK or FSICFSKR, as applicable, as of June September 30, 20182020, unless otherwise agreed by each of the FSK Board and the FSKR Board.
(d) The Joint Advisor agrees to give each of FSIC FSKR and CCT FSK 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, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains individuals remain employed by the Joint Advisor or its Affiliates.
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Net Asset Value Calculation. (a) CCT GSBD shall deliver to FSIC MMLC a calculation of the net asset value per share of CCT GSBD Common Stock as of a date mutually agreed between FSIC MMLC and CCTGSBD, such date to be no earlier than two Business Days 48 hours (excluding Sundays and holidays) prior to the Closing Date 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 (except as may be mutually agreed by the parties), historically used by GSBD in preparing the calculation of the net asset value per share of CCT set forth on Section 2.6(aGSBD Common Stock (with an accrual for any dividend declared by GSBD and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT GSBD Net Asset Value”); provided that CCT GSBD shall update the calculation of the Closing CCT GSBD Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing CCT GSBD Net Asset Value prior to the ClosingClosing and as needed to ensure the Closing GSBD Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board of Directors of CCT GSBD Board, including the GSBD Special Committee, shall be required to approve, and the Joint Advisor GSAM shall certify in writing to FSICMMLC, the calculation of the Closing CCT GSBD Net Asset Value.
(b) FSIC MMLC shall deliver to CCT GSBD a calculation of the net asset value per share of FSIC MMLC Common Stock 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), historically used by MMLC in preparing the calculation of the net asset value per share of FSIC set forth on Section 2.6(aMMLC Common Stock (with an accrual for any Tax Dividend declared by MMLC and not yet paid) of the FSIC Disclosure Schedule (the “Closing FSIC MMLC Net Asset Value”); provided that FSIC MMLC shall update the calculation of the Closing FSIC MMLC Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing FSIC MMLC Net Asset Value prior to the ClosingClosing and as needed to ensure the Closing MMLC Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board of Directors of FSIC MMLC Board, including the MMLC Special Committee, shall be required to approve, and the Joint Advisor GSAM shall certify in writing to CCTGSBD, the calculation of the Closing FSIC MMLC Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.6, each of CCT GSBD and FSIC will MMLC shall use the portfolio valuation methods approved by its respective the GSBD Board of Directors or the MMLC Board, as applicable, for valuing the securities and other assets of CCT GSBD or FSICMMLC, as applicable, as of June September 30, 20182019, unless otherwise agreed by each of the GSBD Board and the MMLC Board.
(d) The Joint Advisor GSAM agrees to give each of FSIC MMLC and CCT GSBD 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, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains employed by the Joint Advisor GSAM or its Affiliates.
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Net Asset Value Calculation. (a) CCT CSL shall deliver to FSIC CSL III a calculation of the net asset value of CCT CSL as of a date mutually agreed between FSIC CSL and CCTCSL III, such date to be no earlier than two Business Days 48 hours (excluding Sundays and holidays) prior to the Closing Date 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 (except as may be mutually agreed by the partiesparties and as agreed by the CSL Special Committee and CSL III Special Committee), historically used by CSL in preparing the calculation of the net asset value per share of CCT set forth on Section 2.6(aCSL Common Stock (with an accrual for any dividend declared by CSL and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT CSL Net Asset Value”); provided that CCT CSL shall update the calculation of the Closing CCT CSL Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing CCT CSL 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 CSL Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further provided, further, that the Board of Directors of CCT CSL Special Committee shall be required to approve, and the Joint Advisor CGCIM shall certify in writing to FSICCSL III, the calculation of the Closing CCT CSL Net Asset Value.
(b) FSIC CSL III shall deliver to CCT CSL a calculation of the net asset value of FSIC CSL III 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 partiesparties and as agreed by the CSL Special Committee and CSL III Special Committee), historically used by CSL III in preparing the calculation of the net asset value of FSIC set forth on Section 2.6(aper CSL III Common Share (with an accrual for any dividend declared by CSL III and not yet paid) of the FSIC Disclosure Schedule (the “Closing FSIC CSL III Net Asset Value”); provided that FSIC CSL III shall update the calculation of the Closing FSIC CSL III Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing FSIC CSL III 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 CSL III Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further provided, further, that the Board of Directors of FSIC CSL III Special Committee shall be required to approve, and the Joint CSL III Advisor shall certify in writing to CCTCSL, the calculation of the Closing FSIC CSL III Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.6, each of CCT CSL III and FSIC CSL will use the portfolio valuation methods approved by its respective the CSL III Board of Directors or the CSL Board, as applicable, for valuing the securities and other assets of CCT CSL III or FSICCSL, as applicable, as of June 30the date hereof, 2018unless otherwise agreed by each of the CSL Board and the CSL III Board.
(d) The Joint Each Advisor agrees to give each of FSIC CSL, CSL III, the CSL Special Committee and CCT the CSL III Special Committee and its their 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, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains individuals remain employed by the Joint such Advisor or its any of their respective Affiliates.
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Net Asset Value Calculation. (a) CCT OCSL shall deliver to FSIC OCSI a calculation of the net asset value of CCT OCSL as of a date mutually agreed between FSIC OCSL and CCTOCSI, such date to be no earlier than two Business Days 48 hours (excluding Sundays and holidays) prior to the Closing Date 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 (except as may be mutually agreed by the parties), historically used by OCSL in preparing the calculation of the net asset value per share of CCT set forth on Section 2.6(aOCSL Common Stock (with an accrual for any dividend declared by OCSL and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT OCSL Net Asset Value”); provided that CCT OCSL shall update the calculation of the Closing CCT OCSL Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing CCT OCSL 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 OCSL Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board of Directors of CCT OCSL Board, including the OCSL Special Committee, shall be required to approve, and the Joint Advisor OFA shall certify in writing to FSICOCSI, the calculation of the Closing CCT OCSL Net Asset Value.
(b) FSIC OCSI shall deliver to CCT OCSL a calculation of the net asset value of FSIC OCSI 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), historically used by OCSI in preparing the calculation of the net asset value per share of FSIC set forth on Section 2.6(aOCSI Common Stock (with an accrual for any dividend declared by OCSI and not yet paid) of the FSIC Disclosure Schedule (the “Closing FSIC OCSI Net Asset Value”); provided that FSIC OCSI shall update the calculation of the Closing FSIC OCSI Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing FSIC OCSI 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 OCSI Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board of Directors of FSIC OCSI Board, including the OCSI Special Committee, shall be required to approve, and the Joint Advisor OFA shall certify in writing to CCTOCSL, the calculation of the Closing FSIC OCSI Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.6, each of CCT OCSI and FSIC OCSL will use the portfolio valuation methods approved by its respective the OCSI Board of Directors or the OCSL Board, as applicable, for valuing the securities and other assets of CCT OCSI or FSICOCSL, as applicable, as of June September 30, 20182020, unless otherwise agreed by each of the OCSL Board and the OCSI Board.
(d) The Joint Advisor OFA agrees to give each of FSIC OCSL and CCT OCSI 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, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains employed by the Joint Advisor OFA or its Affiliates.
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Net Asset Value Calculation. (a) CCT GSBD shall deliver to FSIC MMLC a calculation of the net asset value of CCT GSBD as of a date mutually agreed between FSIC MMLC and CCTGSBD, such date to be no earlier than two Business Days 48 hours (excluding Sundays and holidays) prior to the Closing Date 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 (except as may be mutually agreed by the parties), historically used by GSBD in preparing the calculation of the net asset value of CCT set forth on Section 2.6(aGSBD (with an accrual for any cash dividend declared by GSBD and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT GSBD Net Asset Value”); provided that CCT GSBD shall update the calculation of the Closing CCT GSBD Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing CCT GSBD Net Asset Value prior to the Closing (including without limitation any dividend declared after the Determination Date but prior to Closing) and as needed to ensure the Closing GSBD Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board of Directors of CCT GSBD Board, including the GSBD Special Committee, shall be required to approve, and the Joint Advisor GSAM shall certify in writing to FSICMMLC, the calculation of the Closing CCT GSBD Net Asset Value.
(b) FSIC MMLC shall deliver to CCT GSBD a calculation of the net asset value of FSIC MMLC 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), historically used by MMLC in preparing the calculation of the net asset value of FSIC set forth on Section 2.6(aMMLC (with an accrual for any cash dividend declared by MMLC and not yet paid) of the FSIC Disclosure Schedule (the “Closing FSIC MMLC Net Asset Value”); provided that FSIC MMLC shall update the calculation of the Closing FSIC MMLC Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing FSIC MMLC Net Asset Value prior to the Closing (including without limitation any dividend declared after the Determination Date but prior to Closing) and as needed to ensure the Closing MMLC Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board of Directors of FSIC MMLC Board, including the MMLC Special Committee, shall be required to approve, and the Joint Advisor GSAM shall certify in writing to CCTGSBD, the calculation of the Closing FSIC MMLC Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.6, each of CCT GSBD and FSIC will MMLC shall use the portfolio valuation methods approved by its respective the GSBD Board of Directors or the MMLC Board, as applicable, for valuing the securities and other assets of CCT GSBD or FSICMMLC, as applicable, as of June 30March 31, 20182020, unless otherwise agreed by each of the GSBD Board and the MMLC Board.
(d) The Joint Advisor GSAM agrees to give each of FSIC MMLC and CCT GSBD 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, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains employed by the Joint Advisor GSAM or its Affiliates.
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Samples: Agreement and Plan of Merger (Goldman Sachs BDC, Inc.)
Net Asset Value Calculation. (a) CCT SLRC shall deliver to FSIC SUNS a calculation of the net asset value of CCT SLRC as of a date mutually agreed between FSIC SLRC and CCTSUNS, such date to be no earlier than two Business Days 48 hours (excluding Sundays and holidays) prior to the Closing Date 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 (except as may be mutually agreed by the parties), historically used by SLRC in preparing the calculation of the net asset value per share of CCT set forth on Section 2.6(aSLRC Common Stock (with an accrual for any dividend declared by SLRC and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT SLRC Net Asset Value”); provided that CCT SLRC shall update the calculation of the Closing CCT SLRC Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing CCT SLRC Net Asset Value prior to the Closing (including without limitation any dividend declared after the Determination Date but prior to Closing) and as needed to ensure the Closing SLRC Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board SLRC Board, including a majority of the Independent Directors of CCT the SLRC Board, shall be required to approve, and the Joint Advisor SCP shall certify in writing to FSICSUNS, the calculation of the Closing CCT SLRC Net Asset Value.
(b) FSIC SUNS shall deliver to CCT SLRC a calculation of the net asset value of FSIC SUNS 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), historically used by SUNS in preparing the calculation of the net asset value per share of FSIC set forth on Section 2.6(aSUNS Common Stock (with an accrual for any dividend declared by SUNS and not yet paid) of the FSIC Disclosure Schedule (the “Closing FSIC SUNS Net Asset Value”); provided that FSIC SUNS shall update the calculation of the Closing FSIC SUNS Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing FSIC SUNS 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 SUNS Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further that the Board SUNS Board, including a majority of the Independent Directors of FSIC the SUNS Board, shall be required to approve, and the Joint Advisor SCP shall certify in writing to CCTSLRC, the calculation of the Closing FSIC SUNS Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.6, each of CCT SUNS and FSIC SLRC will use the portfolio valuation methods approved by its respective the SUNS Board of Directors or the SLRC Board, as applicable, for valuing the securities and other assets of CCT SUNS or FSICSLRC, as applicable, as of June September 30, 20182021, unless otherwise agreed by each of the SLRC Board and the SUNS Board.
(d) The Joint Advisor SCP agrees to give each of FSIC SLRC and CCT SUNS 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, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains individuals remain employed by the Joint Advisor SCP or its Affiliates.
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Net Asset Value Calculation. (a) CCT TCPC shall deliver to FSIC BCIC a calculation of the net asset value of CCT TCPC as of a date mutually agreed between FSIC TCPC and CCTBCIC, such date to be no earlier than two Business Days 48 hours (excluding Sundays and holidays) prior to the Closing Date 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 (except as may be mutually agreed by the parties), ) historically used in preparing the calculation of the net asset value per share of CCT set forth on Section 2.6(aTCPC Common Stock (with an accrual for any dividend declared by TCPC and not yet paid) of the CCT Disclosure Schedule (the “Closing CCT TCPC Net Asset Value”); provided that CCT TCPC shall update the calculation of the Closing CCT TCPC Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material more than de minimis change to the Closing CCT TCPC 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 TCPC Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further provided, further, that the Board of Directors of CCT shall be required to approve, and the Joint Advisor TCP shall certify in writing to FSICBCIC, the calculation of the Closing CCT TCPC Net Asset Value.
(b) FSIC BCIC shall deliver to CCT TCPC a calculation of the net asset value of FSIC BCIC 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 (i) that any quoted investments valued by reference to bid-ask prices shall be valued at the mid-point of the bid-ask spread as reported by the pricing vendor or broker, such that the valuation treatment of such investments is consistent with the valuation policies of TCPC, and (ii) as otherwise may be mutually agreed by the parties), ) historically used in preparing the calculation of the net asset value per share of FSIC set forth on Section 2.6(aBCIC Common Stock (with an accrual for any dividend declared by BCIC and not yet paid) of the FSIC Disclosure Schedule (the “Closing FSIC BCIC Net Asset Value”); provided that FSIC BCIC shall update the calculation of the Closing FSIC BCIC Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material more than de minimis change to the Closing FSIC BCIC 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 BCIC Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time; provided further provided, further, that the Board of Directors of FSIC shall be required to approve, and the Joint Advisor BCIA shall certify in writing to CCTTCPC, the calculation of the Closing FSIC BCIC Net Asset Value.
(c) In connection with preparing the calculations provided pursuant to this Section 2.6, each of CCT BCIC and FSIC TCPC will use the portfolio valuation methods adopted by their respective valuation designee and approved by its respective the BCIC Board of Directors or the TCPC Board, as applicable, for valuing the securities and other assets of CCT BCIC or FSICTCPC, as applicable, under Rule 2a-5 of the Investment Company Act as of June 30the date hereof, 2018except as set forth above in Section 2.6(b) or as otherwise agreed by each of the TCPC Board and the BCIC Board.
(d) The Joint Each Advisor agrees to give each of FSIC TCPC and CCT BCIC 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, books, records, work papers and back-up materials used or useful in preparing each such calculation, including without limitation any reports prepared by valuation agents, in order to assist such party with its review of such calculation so long as such individual remains individuals remain employed by the Joint such Advisor or any of its respective Affiliates.
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Samples: Merger Agreement (BlackRock Capital Investment Corp)