NAV Adjustment Clause Samples

A NAV Adjustment clause defines how the Net Asset Value (NAV) of an investment or fund may be recalculated or modified under certain circumstances. This clause typically outlines the specific events or conditions—such as errors in calculation, changes in valuation methodology, or discovery of material misstatements—that would trigger a revision of the previously reported NAV. By establishing a clear process for correcting or updating the NAV, the clause ensures that all parties have an accurate and fair representation of the fund’s value, thereby maintaining transparency and protecting investors from potential discrepancies or misvaluations.
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NAV Adjustment. The parties have agreed upon the Estimated Closing Net Asset Value and the Closing Balance Sheet as provided in section 2.7(a).
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NAV Adjustment. The “NAV Adjustment” (if any) shall be determined as follows: (i) Each of Sellers hereby warrant that the Net Asset Value of the Company as of July 31, 2006 is negative $350,000 (the “Actual Net Asset Value”) provided always that the sole remedy for breach of such warranty is deduction from the Tranche 1 Consideration and/or the Tranche 2 Consideration (provided always that any deduction can be made once only) or in the event that the Tranche 1 Consideration and/or Tranche 2 Consideration is not sufficient paid by the Sellers in accordance with the terms of this section. (ii) On Closing, the Sellers shall provide the Closing Balance Sheet to the Purchasers. The Closing Balance Sheet shall include the total current assets including cash at bank of the Company as at the Closing Balance Sheet Date (“Closing Current Assets”) and the total balance sheet liabilities of the Company excluding bank debts and bank loans as at the Closing Balance Sheet Date (“Closing Total Liabilities”). The difference between the Closing Current Assets and the Closing Total Liabilities shall be the “Closing Net Asset Value”. (iii) In the event that the difference between Actual Net Asset Value and the Closing Net Asset Value (the “Difference Amount”) is greater than zero, then the NAV Adjustment shall equal the Difference Amount. If the Difference Amount is less than zero, the NAV Adjustment shall be zero. The NAV Adjustment shall be deducted from the Tranche 1 Consideration. Example: Assuming that the Closing Net Asset Value is negative $400,000 and the Actual Net Asset Value is negative $350,000, then the Difference Amount would be $50,000 (iv) Within sixty (60) days of the Closing, the Purchaser shall prepare the Purchaser Closing Balance Sheet in accordance with UK GAAP and forward it to either Sellers Representative for approval in accordance with this Section 2.02(iv). In the event that the difference between the Net Asset Value on Closing and the Purchaser Closing Balance Sheet Net Asset Value (the “True Up Amount”) is greater than zero, then the True-Up Amount shall be deducted from the First Installment or in the event the True Up Amount is greater than the First Installment, such True Up Amount shall be paid by the Sellers to the Purchaser on the First Installment Payment Date. Such Sellers Representative shall have fifteen (15) days from receipt of the Purchaser Closing Balance Sheet (“Approval Period”) to approve the Purchaser Closing Balance Sheet. In the event that eit...
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NAV Adjustment. The “NAV Adjustment” (if any) shall be determined as follows:
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NAV Adjustment. (a) As soon as practicable but in no event more than [*] days following [*], Buyer shall prepare, or cause to be prepared, and deliver to Seller the Closing Date Balance Sheet, which shall set forth the Closing Date Total Assets and the Closing Date Total Liabilities of the Company as of the Closing, and which shall be prepared in the same manner, with consistent classification and estimation methodology, as the Pro Forma Balance Sheet was prepared. Upon completion of the Closing Date Balance Sheet, (i) Buyer shall (A) derive the Closing Date Net Asset Value from the Closing Date Balance Sheet, and (B) calculate in accordance with Section 2.7(e) the Purchase Price Adjustment Amount (if any) to be paid by Buyer to Seller or by Seller to Buyer, as the case may be, and (ii) deliver to Seller the Closing Date Balance Sheet and calculations in reasonable explanatory detail with respect to items (A) and (B) referred to in clause (i). (b) Seller and Seller’s accountants shall complete their review of the Closing Date Balance Sheet, and Buyer’s calculation of the Closing Date Net Asset Value and the Purchase Price Adjustment Amount (if any), within [*] days after Seller’s receipt thereof. In the event that Seller determines that the Closing Date Balance Sheet or any related calculation has not been prepared on the basis set forth in Section 2.7(a), Seller shall, on or before the last day of such [*]-day period, so inform Buyer in writing (“Seller’s Objection”), setting forth a specific description of the basis of Seller’s determination and the adjustments to the Closing Date Balance Sheet and the corresponding adjustments to the Closing Date Net Asset Value that Seller believes should be made; provided, however, that no item of dispute shall be the subject of Seller’s Objection unless the aggregate amount of Seller’s adjustments would cause the Closing Date Net Asset Value (if accepted in accordance with the succeeding clause) to differ from the Closing Date Net Asset Value reflected on the Closing Date Balance Sheet delivered by Buyer by more than the NAV Threshold Amount. If no Seller’s Objection is received by Buyer on or before the last day of such [*]-day period, then the Closing Date Net Asset Value set forth on the Closing Date Balance Sheet delivered by Buyer shall be final. Buyer shall have [*] days from its receipt of Seller’s Objection to review and respond to Seller’s Objection. (c) If Seller and Buyer are unable to resolve all of their disagreements w...
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Related to NAV Adjustment

  • CPI Adjustment If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

  • Tax Adjustment Tenant shall pay as additional rent for each Calendar Year that amount (the "TAX ADJUSTMENT AMOUNT") which is Tenant's Proportionate Share of the amount by which the Taxes incurred with respect to such Calendar Year exceed the Tax Base Amount. The Tax Adjustment Amount with respect to each Calendar Year shall be paid in monthly installments, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. Following the close of each Calendar Year, Landlord shall cause the amount of the Tax Adjustment Amount for such Calendar Year to be computed based on Taxes for such Calendar Year and Landlord shall deliver to Tenant a statement of such amount and Tenant shall pay any deficiency as shown by such statement to Landlord within 30 days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Calendar Year exceeds the actual Tax Adjustment Amount due from Tenant for such Calendar Year, then, at Landlord's option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder. The amount of any refund of Taxes received by Landlord shall be credited against Taxes for the year in which such refund is received. In determining the amount of Taxes for any year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment required to be paid during such year as if the Landlord had elected to have such special assessment paid over the maximum 4. period of time permitted by law; if the authority to whom such assessment is to be paid shall not permit such assessment to be paid in installments, the amount of such assessment shall be treated as being amortized over such number of calendar years, beginning with the Calendar Year in which the assessment is payable, as Landlord shall reasonably determine, with interest at the rate of 15% per annum on the unamortized amount, and such amortization and interest for each Calendar Year shall be included in Taxes for that Calendar Year.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit.