Net Asset Value Calculations Clause Samples
The Net Asset Value Calculations clause defines how the value of a fund’s or entity’s assets, minus its liabilities, is determined at specific intervals. Typically, this clause outlines the methodology for valuing assets and liabilities, the frequency of calculations (such as daily, weekly, or monthly), and may specify the use of independent third-party valuation agents or particular accounting standards. Its core practical function is to ensure transparency and consistency in valuing interests for purposes such as investor subscriptions, redemptions, or performance reporting, thereby reducing disputes and providing a clear basis for financial transactions.
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Net Asset Value Calculations. MassMutual shall compute and, unless otherwise directed by the Board, determine as of the close of business on the New York Stock Exchange on each day on which said Exchange is open for unrestricted trading and as of such other hours, if any, as may be authorized by the Board the net asset value and the public offering price of a share of capital stock of the Trust, such determination to be made in accordance with the provisions of the Articles and By-laws of the Trust and Prospectus and Statement of Additional Information relating to the Trust, as they may from time to time be amended, and any applicable resolutions of the Board at the time in force and applicable and promptly to notify the Trust, the proper exchange and FINRA or such other persons as the Trust may request of the results of such computation and determination. In computing the net asset value hereunder, MassMutual may rely in good faith upon information furnished to it in respect of (i) the manner of accrual of the liabilities of the Trust and in respect of liabilities of the Trust not appearing on its books of account kept by the Bank, (ii) reserves, if any, authorized by the Board or that no such reserves have been authorized, (iii) the source of the quotations to be used in computing the net asset value, (iv) the value to be assigned to any security for which no price quotations are available, and (v) the method of computation of the public offering price on the basis of the net asset value of the shares, and MassMutual shall not be responsible for any loss occasioned by such reliance or for any good faith reliance on any quotations received from a source pursuant to (iii) above.
Net Asset Value Calculations. (a) As soon as reasonably practical, but in any case no more than ten (10) Business Days after the date of this Agreement, the Company shall (x) retain from among those firms set forth in Section 2.7(a) of the Company Disclosure Letter one (1) firm (the “Company Valuation Firm”) for purposes of determining the Asset Valuation Range for each Company Portfolio Asset as of 5:00 p.m. New York City Time on September 30, 2025 and on the Determination Date (as defined below) and (y) prepare and deliver to the Company Valuation Firm the Company’s calculation of the Company Marks as of 5:00 p.m. New York City Time on September 30, 2025. The Company shall (i) use its reasonable best efforts to cause the Company Valuation Firm to deliver to the Company the Company Valuation Firm’s good faith determination of the Asset Valuation Range for each Company Portfolio Asset as of 5:00 p.m. New York City Time on September 30, 2025 as soon as practicable following the date hereof and (ii) reasonably promptly thereafter deliver to Parent the Company’s good faith determination of the Adjudicated Portfolio Value, as determined in accordance with the illustrative calculation set forth in Exhibit C hereto.
(b) At least three (3) days prior to the Closing Date (excluding Sundays and holidays), the Company shall (i) prepare and deliver to the Company Valuation Firm the Company’s calculation of the Company Marks as of 5:00 p.m. New York City Time on the date that is two (2) days prior to the Closing (excluding Sundays and holidays) Date (such date, the “Determination Date”), taking into account only valuation changes occurring with respect to the Company Portfolio Assets due to the passage of time elapsed since September 30, 2025 in accordance with GAAP, (ii) cause the Company Valuation Firm to prepare and deliver to the Company its good faith determination of the Asset Valuation Range for each Company Portfolio Asset as of 5:00 p.m. New York City Time on the Determination Date and (iii) deliver to Parent the Company’s good faith determination of the Adjudicated Portfolio Value, as determined in accordance with the illustrative calculation set forth in Exhibit C hereto (such value delivered pursuant to this Section 2.7(b)(iii), the “Estimated Closing Company Portfolio Asset Value”).
(c) On the Determination Date, the Company shall deliver to Parent a calculation of the estimated Company Net Asset Value as of 5:00 p.m. New York City Time on the Determination Date (the “Closing Company ...
Net Asset Value Calculations. (a) Two 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 as of the Determination Date (the “Closing Company Net Asset Value”), as approved by the Company Board, 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 September 30, 2020 as set forth on, and modified by, Section 2.7(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); provided, that the Company shall update and redeliver the calculation of the Closing Company Net Asset Value, as reapproved by the Company Board, in the event there is a material change to the Closing Company Net Asset Value between the Determination Date and the Closing and as needed to ensure the Closing Company Net Asset Value is determined within two days (excluding Sundays and holidays) prior to the Effective Time. 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 as of the Determination Date (the “Closing Parent Net Asset Value”), as approved by the Parent Board, 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 September 30, 2020 as set forth on, and modified by, Section 2.7(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); provided, that Parent shall update and redeliver the calculation of the Closing Parent Net Asset Value, as reapproved by the Parent Board, in the event there is a material change to the Closing Parent Net Asset Value between the Determination Date and the Closing and as needed to ensure the Closing Parent Net Asset Value is determined within two days (excluding Sundays and holidays) prior to the Effective Time. The Chief Financial Officer of Parent shall certify in writing to the Company t...
Net Asset Value Calculations. (a) FSIC III shall deliver to the other parties a calculation of (x) the net asset value per share of FSIC III as of a date mutually agreed between the parties, such date to be no earlier than 48 hours (excluding Sundays and holidays) prior to Effective Time 1A (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 FSIC III in preparing the calculation of the net asset value per share of FSIC III (with an accrual for any Tax Dividend declared by FSIC III and not yet paid) divided by (y) the number of FSIC III Common Shares issued and outstanding as of the Determination Date (such quotient, the “Closing FSIC III Net Asset Value”); provided that FSIC III shall update the calculation of the Closing FSIC III Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing FSIC III Net Asset Value prior to the Closing and as needed to ensure the Closing FSIC III Net Asset Value is determined within 48 hours (excluding Sundays and holidays) prior to Effective Time 1A; provided further that the Board of Governors of FSIC III shall be required to approve, and the Joint Advisor shall certify in writing to the other parties, the calculation of the Closing FSIC III Net Asset Value.
(b) CCT II shall deliver to the other parties a calculation of (x) the net asset value per share of CCT II 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 CCT II in preparing the calculation of the net asset value per share of CCT II (with an accrual for any Tax Dividend declared by CCT II and not yet paid) divided by (y) the number of CCT II Common Shares issued and outstanding as of the Determination Date (such quotient, the “Closing CCT II Net Asset Value”); provided that CCT II shall update the calculation of the Closing CCT II Net Asset Value in the event that the Closing is subsequently materially delayed or there is a material change to the Closing CCT II Net Asset Value prior to the Closing and as needed to ensure the Closing CCT II Net Asset Value is determined within 48 hours (excluding Su...
Net Asset Value Calculations. Except as set forth in Schedule 3.24, ---------------------------- ------------- since December 31, 2000, the Companies have performed all net asset value calculations required to be performed on behalf of their customers correctly and accurately (excluding errors in net asset value calculation the aggregate effect of which would not be material in dollar amount).