Closing Date Statutory Capital and Surplus Clause Samples

Closing Date Statutory Capital and Surplus. (a) Seller shall prepare a balance sheet of the Company dated as of three Business Days prior to the Closing Date (the "Preliminary Closing Date Balance Sheet"). The Preliminary Closing Date Balance Sheet shall be prepared in accordance with SAP. The Preliminary Closing Date Balance Sheet shall reflect $10,000,000.00 of Statutory Capital and Surplus after taking into consideration the payment of the Extraordinary Dividend (as defined below) at the Closing. Seller shall deliver the Preliminary Closing Date Balance Sheet to Buyer at the Closing. (b) On the Closing Date, Seller shall cause the Company to reduce its Statutory Capital and Surplus to $10,000,000.00 by making an extraordinary dividend of cash and marketable securities of the Company in excess of such amount to Seller (the "Extraordinary Dividend"). The parties shall obtain all necessary consents and approvals from all Governmental Entities for the distribution of the Extraordinary Dividend to be made on the Closing Date. (c) Within thirty Business Days after the Closing Date, Seller shall prepare and deliver to Buyer a second balance sheet of the Company which shall be dated as of the Closing Date (the "Initial Closing Date Balance Sheet"). The Initial Closing Date Balance Sheet shall be prepared in accordance with SAP and otherwise in the same manner as the Preliminary Closing Date Balance Sheet. All assets and liabilities set forth on the Preliminary Closing Date Balance Sheet will be included on the Initial Closing Date Balance Sheet, and such assets and liabilities shall be the only assets and liabilities set forth on the Initial Closing Date Balance Sheet, adjusted for the Extraordinary Dividend and any other changes in cash and the value of the marketable securities determined as of the close of business on the day prior to the Closing Date. (d) Buyer shall have thirty Business Days following the receipt of the Initial Closing Date Balance Sheet to make any objections thereto to Seller in writing. If no objections are received by Seller from Buyer within such objection period, or if Buyer notifies Seller in writing that Buyer accepts the Closing Date Balance Sheet as presented, then the Initial Closing Date Balance Sheet shall be deemed final (the "Final Closing Date Balance Sheet"), and the amount of the Statutory Capital and Surplus set forth in the Final Closing Date Balance Sheet will be final and the payment procedures of Section 2.2(f) shall be followed. (e) In the event Buyer objects...