Calculation and Adjustment Sample Clauses

Calculation and Adjustment. As promptly as reasonably practicable after it becomes available, Buyer shall deliver to Seller a true and complete copy of each Annual and Quarterly Statement of each Subject Entity as filed with the appropriate insurance regulatory authority for any period ending at or prior to the Settlement Date (as defined in Section 15.02), together with any actuarial opinion, affirmation or certification filed in connection therewith. Not later than 90 days following the end of each calendar year until the Settlement Date, and not later than 90 days following the Settlement Date, Buyer shall provide Seller with a written report (the "Reserve Report") reflecting the calculation contemplated by Section 15.02 ("Indicated Reserve Amount"), together with all work papers and actuarial memoranda used in establishing the Indicated Reserve Amount. The calculation of the Indicated Reserve Amount will be prepared in conformity with GAAP as in effect on the Closing Date consistently applied and the books and records of the Subject Entities (with the exception of ULAE which shall be calculated in accordance with Section 15.02), and will present fairly the loss and loss adjustment expense reserves of the Insurance Companies as of the Settlement Date (or earlier date thereof). In the event that the Indicated Reserve Amount reflected on the final Reserve Report prepared as of the Settlement Date exceeds the loss and loss adjustment expense ("LAE") reserves, net of related third party reinsurance, salvage and subrogation recoverables and receivables, as shown in the Closing Date Balance Sheet ("Closing Reserves"), by at least $500,000, Seller shall pay or cause to be paid to Buyer in immediately available funds 90% of the amount (including such $500,000 amount) by which the Indicated Reserve Amount exceeds the Closing Reserves (including such $500,000 amount). In the event that the Closing Reserves exceed the Indicated Reserve Amount by at least $500,000, Buyer shall pay or cause to be paid to Seller in immediately available funds 90% of the amount (including such $500,000 amount) by which the Closing Reserves exceed the Indicated Reserve Amount (including such $500,000 amount). Notwithstanding anything herein to the contrary, Seller shall not in any event be required to pay any amounts hereunder which would individually or in the aggregate exceed $50,000,000.