Closing Statutory Value definition

Closing Statutory Value means an amount, determined in accordance with the Accounting Principles and after giving effect to the Pre-Sale Restructuring Transactions but not the Pre-Sale Additional Transactions or the Specified Closing Transactions, equal to: (i) the aggregate statutory capital and surplus of the Companies as of the Effective Time as would be required to be reflected in line 38, column 1 in the “Liabilities, Surplus and Other Funds” section of the 2019 NAIC Annual Statement Blank or the successor to such line number; plus (ii) the aggregate asset valuation reserves of the Companies as of the Effective Time as would be required to be reflected in line 24.1 of such section of the Annual Statement Blank or the successor to such line number, minus (iii) the aggregate admitted net deferred tax assets of the Companies as of the Effective Time as would be required to be reflected in line 18.2 of the “Assets” section of the Annual Statement Blank or the successor to such line number; in each case as calculated (x) from amounts set forth on the applicable Closing Balance Sheet prepared in accordance with the Accounting Principles; and (y) reflecting a fixed liability for each Company’s asset adequacy/cash flow testing New York Regulation 126 reserves of $0 and ULSG Regulation 147 Excess Reserve of $193,527,984.

Closing Statutory Value means an amount equal to: (i) the capital and surplus of the Company as of the Closing Date as would be required to be reflected in line 38, column 1 in the “Liabilities, Surplus and Other Funds” section of the 2012 NAIC Annual Statement Blank; plus (ii) the asset valuation reserve of the Company as of the Closing Date as would be required to be reflected in line 24.1 of such section of the Annual Statement Blank; minus (iii) the admitted net deferred Tax asset of the Company as of the Closing Date as would be required to be reflected in line 18.2 of the Assets section of such Annual Statement Blank; in each case (x) as calculated from amounts set forth on the applicable Closing Balance Sheet prepared in accordance with the Accounting Principles consistent with the methodologies used in the preparation of the Reference Balance Sheet; and (y) reflecting a fixed liability for the Company’s asset adequacy/cash flow testing reserves of $84,000,000.

Closing Statutory Value means an amount equal to: (i) the capital and surplus of the Company as of the Closing Date as would be required to be reflected in line 38, column 1 in the “Liabilities, Surplus and Other Funds” section of the 2012 NAIC Annual Statement Blank or the successor to such line number; plus (ii) the asset valuation reserve of the Company as of the Closing Date as would be required to be reflected in line 24.1 of such section of the Annual Statement Blank or the successor to such line number; plus (iii) the interest maintenance reserve of the Company as of the Closing Date (whether positive or negative) that is related to the historical unamortized balance (as described in the Accounting Principles) recaptured by the Company in connection with the Recapture, including amortization with respect to such balance from the date of Recapture to the Closing Date in accordance with Seller’s past practices; and (iv) either minus the admitted net deferred tax asset of the Company as of the Closing Date or plus the net deferred tax liability of the Company as of the Closing Date, as applicable, as would be required to be reflected in line 18.2 or line 15.2, as applicable, of such section of the Annual Statement Blank or the successor to such line number; in each case as calculated from amounts set forth on the applicable Closing Balance Sheet prepared in accordance with the Accounting Principles after giving effect to the Recapture and the other transactions contemplated hereby to occur on or prior to the Closing Date but, for the avoidance of doubt, before giving effect to the application of the Treasury Regulation § 1.1502-36(d) with respect to the transactions contemplated by this Agreement.

Examples of Closing Statutory Value in a sentence

• For the avoidance of doubt, no Buyer Indemnified Person shall be entitled to indemnification with respect to any Indemnifiable Loss to the extent it (i) was demonstrably reserved for in determining the Closing Statutory Value or (ii) was the subject of a Dispute Notice.

• To the Knowledge of the Seller Parties, none of the Tax attributes included in the calculation of Final Closing Statutory Value will be subject to any limitation under Section 382, 383, or 384 of the Code other than by reason of the transactions contemplated by this Agreement.

• For the avoidance of doubt, Seller shall not be required to indemnify any Buyer Indemnified Person for any Liability to the extent it was reserved for on the Final Balance Sheet or to the extent it was included in the calculation of the Final Closing Statutory Value.

• Buyer shall have ninety (90) days from the date on which the Final Adjustment Statement is delivered to it to review the Final Adjustment Statement, the Subject Balance Sheet and the calculations of Closing Statutory Value and the Final Adjustment Amount based thereon (as may be tolled in accordance with this S ection 2.5(c), the “Review Period”).

• The parties acknowledge and agree that the “Initial Premium” adjustment process under Section 3.1 of the ALNY Reinsurance Agreement will occur concurrently with the Purchase Price adjustment process under this S ection 2.5 and the Final Closing Statutory Value shall be determined on the basis of the “Initial Premium” as finally determined and paid by ALNY thereunder.

• Accordingly, notwithstanding the foregoing, the Final Closing Statutory Value and Final Adjustment Amount shall not be finally determined until such adjustment process has been completed in accordance with Section 3.1 of the ALNY Reinsurance Agreement, and the Independent Accounting Firm engaged pursuant to S ection 2.5(c)(iii) shall be directed to take into account the “Initial Premium” to the extent relevant to a Dispute Notice hereunder.

More Definitions of Closing Statutory Value

Closing Statutory Value means an amount, determined in accordance with the Accounting Principles and after giving effect to the Pre-Sale Restructuring Transactions but not the Pre-Sale Additional Transactions or the Specified Closing Transactions, equal to: (i) the aggregate statutory capital and surplus of the Companies as of the Effective Time as would be required to be reflected in line 38, column 1 in the “Liabilities, Surplus and Other Funds” section

Closing Statutory Value means an amount, determined in accordance with the Accounting Principles, after giving effect to the Pre-Sale Transactions, the Pre-Closing Dividend to the extent declared and paid in cash to XXXX Seller prior to Closing and the ALNY Sale or ALNY Transfer, as applicable, as set forth in the Accounting Principles and without regard to any effect of the 338 Election, equal to: (i) the aggregate statutory capital and surplus of the Company, AAC and XXXX Re as of the Closing as would be required to be reflected in line 38, column 1 in the “Liabilities, Surplus and Other Funds” section of the 2020 NAIC Annual Statement Blank or the successor to such line number, assuming total asset adequacy reserve adjustments as described in the Accounting Principles; plus (ii) the aggregate asset valuation reserve of the Company, AAC and XXXX Re as of the Closing as would be required to be reflected in line 24.1 of such section of the Annual Statement Blank or the successor to such line number; plus (iii) solely to the extent not taken into account as an asset increasing Closing Statutory Value in the amounts calculated in clause (i) of this definition, the total shareholders’ equity, calculated in accordance with GAAP and the Accounting Principles, of Allstate Settlement Corporation and Allstate Assignment Company, plus (iv) $15,033,836.

Closing Statutory Value means an amount equal to: (i) the capital and surplus of the Company as of the Closing Date as would be required to be reflected in line 38, column 1 in the “Liabilities, Surplus and Other Funds” section of the 2012