Insurer’s Review for Date of Birth and Gender Data; Verification of Data Errors. From and after the Closing Data Cut-Off Date until the Final Data Cut-Off Date, the Insurer will, in accordance with the Insurer’s standard verification practices and procedures, review the Lexis Nexis Accurint tool to attempt to determine if there are any [ * * * ], including with respect to dates of birth or gender for any Covered Lives or Contingent Lives. If any errors in respect of dates of birth or gender are discovered that would potentially give rise to [ * * * ], Insurer will provide reasonably prompt notice to the Company of such errors. If (i) subject to such standard verification practices and procedures, such data source indicates a [ * * * ], including with respect to dates of birth or gender, for any Covered Life or Contingent Life, or (ii) the Company presents reasonably acceptable evidence to the Insurer of a [ * * * ] with respect to an Covered Life or Contingent Life, then, the Insurer will reflect such [ * * * ] in (x) if two Business Days before the Interim Post-Closing Data Cut-Off Date, the Interim Post-Closing Data File and include such [ * * * ] event, in its calculation of the Interim Post-Closing [ * * * ] Amount, and (y) at all times prior to the delivery of the Final Data File, the Final Data File and include such [ * * * ] event in its calculation of the Final [ * * * ] Amount. The Insurer will provide monthly updates to the Company of such review.
Appears in 2 contracts
Samples: Definitive Purchase Agreement (Kimberly Clark Corp), Definitive Purchase Agreement (Kimberly Clark Corp)
Insurer’s Review for Date of Birth and Gender Data; Verification of Data Errors. From and after the Closing Data Cut-Off Date until the Final Data Cut-Off Date, the Insurer will, in accordance with the Insurer’s standard verification practices and procedures, review the Lexis Nexis Accurint tool to attempt to determine if there are any [ * * * ], including with respect to dates of birth or gender for any Covered Lives or Contingent Lives. If any errors in respect of dates of birth or gender are discovered that would potentially give rise to [ * * * ], Insurer will provide reasonably prompt notice to the Company of such errors. If (i) subject to such standard verification practices and procedures, such data source indicates a [ * * * ], including with respect to dates of birth or gender, for any Covered Life or Contingent Life, or (ii) the Company presents reasonably acceptable evidence to the Insurer of a [ * * * ] with respect to an Covered Life or Contingent Life, then, the Insurer will reflect such [ * * * ] in the (x) if two Business Days before the Interim Post-Closing Data Cut-Off Date, the Interim Post-Closing Data - 22 – ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION*** File and include such [ * * * ] event, in its calculation of the Interim Post-Closing [ * * * ] Amount, and (y) at all times prior to the delivery of the Final Data File, the Final Data File and include such [ * * * ] event in its calculation of the Final [ * * * ] Amount. The Insurer will provide monthly updates to the Company of such review.
Appears in 1 contract
Samples: Definitive Purchase Agreement (Kimberly Clark Corp)
Insurer’s Review for Date of Birth and Gender Data; Verification of Data Errors. From and after the Closing Data Cut-Off Date until the Final Data Cut-Off Date, the Insurer will, in accordance with the Insurer’s standard verification practices and procedures, review the Lexis Nexis Accurint tool to attempt to determine if there are any [ * * *** ], including with respect to dates of birth or gender for any Covered Lives or Contingent Lives. If any errors in respect of dates of birth or gender are discovered that would potentially give rise to [ * * *** ], Insurer will provide reasonably prompt notice to the Company of such errors. If (i) subject to such standard verification practices and procedures, such data source indicates a [ * * *** ], including with respect to dates of birth or gender, for any Covered Life or Contingent Life, or (ii) the Company presents reasonably acceptable evidence to the Insurer of a [ * * *** ] with respect to an Covered Life or Contingent Life, then, the Insurer will reflect such [ * * *** ] in the (x) if two Business Days before the Interim Post-Closing Data Cut-Off Date, the Interim Post-Closing Data File and include such [ * * *** ] eventevent as an Interim Post-Closing [ *** ], in its calculation of the Interim Post-Closing [ * * * ] AmountAnnuity Premium, and (y) at all times prior to the delivery of the Final Data File, the Final Data File and include such [ * * *** ] event as a Final [ *** ], in its calculation of the Final [ * * * ] AmountAnnuity Premium. The Insurer will provide monthly updates to the Company of such review.
Appears in 1 contract
Samples: Definitive Purchase Agreement (Motorola Solutions, Inc.)