Preliminary Purchase Price Statement has the meaning set forth in Section 3.1(a).

Preliminary Purchase Price Statement in each case calculated as of the last day of the month preceding the month of the Closing Date (other than in connection with a Deferred Closing, which will be calculated as of November 30, 2008 for all purposes hereunder) on a basis consistent with the statutory accounting principles, procedures, policies, reserving methodology and methods used in calculating the Sample Balance Sheet, the Sample Purchase Price Statement, and the Sample Adjusted Statutory Capitalization (such result, the “Preliminary Adjusted Statutory Capitalization”) and in the case of the Preliminary Purchase Price Statement, calculating the amount of any Additional Dividend, Capital Contribution and Dividend Shortfall as of such date, as well as reflecting the estimated 338(h)(10) Adjustment Amount set forth on the Estimated 338(h)(10) Statement; provided that if the Approved Dividend is not known on such date, Seller shall use a good faith estimate of such amount as of such balance sheet date for purposes of calculating the Dividend Shortfall. For purposes of this delivery requirement (except for the purposes of calculating the 338(h)(10) Adjustment Amount), the Preliminary Purchase Price Statement shall be calculated as if the Fair Market Value of the Company Investment Assets Backing Surplus equals the statutory book value of such assets (as reflected on the Preliminary Balance Sheet). Such resulting amount shall constitute the “Estimated Purchase Price”. At the same time as it delivers the Preliminary Balance Sheet, Seller shall deliver to Buyer a notice (a “Section 9.03(g) Notice”) stating the amount of Seller’s good faith estimate of the Dividend Shortfall, if any, as of the Closing Date and, if such amount exceeds $50,000,000, that either (i) Seller has irrevocably determined not to waive the condition set forth in Section 9.03(g), or (ii) that Seller thereby irrevocably waives the condition set forth in Section 9.03(g). As promptly as practicable, Buyer shall review the Preliminary Purchase Price Statement and the calculations of the Estimated Purchase Price and Seller shall review the Estimated 338(h)(10) Statement and communicate any disagreements or requests for clarification to the other party hereto. If either party disagrees with the Estimated Purchase Price, in whole or in part, Seller and Buyer shall discuss in good faith, with the participation of appropriate personnel, any such disagreement and review each other’s calculations and supporting materials, with a view to...

Preliminary Purchase Price Statement is defined in Section 1.2 of this Agreement. ---------- /1/ SMF to confirm.

Examples of Preliminary Purchase Price Statement in a sentence

In order to establish a reasonable estimate of the Purchase Price at Closing, Sellers shall prepare and deliver to Buyers, not less than five (5) business days prior to the Closing Date, a detailed written statement (the "Preliminary Purchase Price Statement") of Sellers' reasonable good faith calculation of the Net Working Capital with respect to the Retail Store Business and the Meat Processing Business as of the Closing Date (the "Preliminary Net Working Capital").
The Preliminary Purchase Price Statement shall be prepared on a basis consistent with the December 31, 2005 Balance Sheet and the Reference Purchase Price Statement.
In order to establish a reasonable estimate of the Purchase Price at Closing, Sellers shall prepare and deliver to Buyers, not less than five (5) business days prior to the Closing Date, a detailed written statement (the "Preliminary Purchase Price Statement") of Sellers' reasonable good faith calculation of the Company's Net Working Capital as of the Closing Date (the "Preliminary Net Working Capital").
To the extent that the A&H Net Liabilities, less the A&H Assets, reflected on the Preliminary Purchase Price Statement exceeds the A&H Net Liabilities, less the A&H Assets to be reflected on the Final Closing Date Purchase Price Statement, the Reinsurer shall pay to the Company in cash, within ten (10) days after the Final Closing Date Purchase Price Statement is determined, such difference.

More Definitions of Preliminary Purchase Price Statement

Preliminary Purchase Price Statement shall have the meaning set forth in the SPA.

Preliminary Purchase Price Statement is defined in Section 1.2 of this Agreement.

Preliminary Purchase Price Statement shall have the meaning ascribed to it in Section 3.2.1

Related to Preliminary Purchase Price Statement

Preliminary Purchase Price has the meaning set forth in Section 2.02.
Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).
Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.
Preliminary Purchase Event means any of the following events:
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Closing Statement means the Closing Statement in the form on Annex A attached hereto.
Adjustment Statement has the meaning set forth in Section 2.6(a).
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).
Preliminary Title Report A report issued by a title insurance company in anticipation of issuing a Title Insurance policy which evidences existing liens and gives a preliminary opinion as to the absence of any encumbrance on title to a Mortgaged Property, except liens to be removed on or before purchase or refinance, as the case may be, by the Borrower and Permitted Encumbrances.
Settlement Statement has the meaning set forth in Section 3.2(a).
Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).
Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.
Final Closing Statement has the meaning set forth in Section 2.4(a).
Final Payment Statement shall have the meaning set forth in Clause 19.13;
Payment Statement As defined in Section 6.01 hereof.
Final Purchase Price has the meaning set forth in Section 2.02.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Earn-Out Statement has the meaning set forth in Section 2.5(c).
Preliminary Report means the communication used for the prompt dissemination of data obtained during the early stages of the investigation;
Purchase Price Adjustment has the meaning set forth in Section 2.6.
Additional Purchase Price has the meaning provided in Section 1.2(b).
Preliminary Notice means the notice of intended Termination by the Party entitled to terminate this Agreement to the other Party setting out, inter alia, the underlying Event of Default.
Final Settlement Statement has the meaning set forth in Section 2.6(b).
Purchase Price Allocation has the meaning set forth in Section 2.6(a).

Preliminary Purchase Price Statement definition

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Related to Preliminary Purchase Price Statement