Insurer’s Verification of Mortality. 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 Social Security Master Death file and the Lexis Nexis Accurint tool to attempt to determine if any Covered Lives or Contingent Lives were deceased prior to [ * * * ]. If (i) subject to such standard verification practices and procedures, such data source indicates that a Covered Life or Contingent Life was deceased prior to [ * * * ] or (ii) the Company presents evidence, reasonably acceptable to the Insurer, that a Covered Life or Contingent Life was deceased prior to [ * * * ], then, the Insurer will reflect such mortality event in the (x) if two Business Days before the Interim Post-Closing Data Cut-Off Date, the Interim Post-Closing Data File and reflect such mortality event in its calculation of the Interim [ * * * ] Amount, and (y) at all times prior to delivery of the Final Data File, the Final Data File and include such mortality event in its calculation of the Final [ * * * ] Amount. The Insurer will provide monthly updates to the Company of such mortality review.
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Samples: Definitive Purchase Agreement (Kimberly Clark Corp), Definitive Purchase Agreement (Kimberly Clark Corp)
Insurer’s Verification of Mortality. From and after the Closing Data Cut-Off 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 Social Security Master Death file and the Lexis Nexis Accurint tool to attempt to determine if any Covered Lives or Contingent Lives were deceased prior to [ * * * ]. If (i) subject to such standard verification practices and procedures, such data source indicates that a Covered Life or Contingent Life was deceased prior to [ * * * ] or (ii) the Company presents evidence, reasonably acceptable to the Insurer, that a Covered Life or Contingent Life was deceased prior to [ * * * ], then, the Insurer will reflect such mortality event in the (xA) if identified or notified at least two Business Days before the Interim Post-Closing Data Cut-Off Date, the Interim Post-Closing Data File File, and reflect such mortality event in its calculation of the Interim Post-Closing [ * * * ] Amount, and (yB) if identified or notified at all times least prior to delivery of the Final Data File, the Final Data File File, and include such mortality event in its calculation of the Final [ * * * ] Amount. The Insurer will provide monthly updates to the Company of such mortality review.
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Insurer’s Verification of Mortality. 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 Social Security Master Death file and the Lexis Nexis Accurint tool to attempt to determine if any Covered Lives or Contingent Lives were deceased prior to [ * * * ]. If (i) subject to such standard verification practices and procedures, such data source indicates that a Covered Life or Contingent Life was deceased prior to [ * * * ] or (ii) the Company presents evidence, reasonably acceptable to the Insurer, that a Covered Life or Contingent Life was deceased prior to [ * * * ], then, the Insurer will reflect such mortality event in the (x) if two Business Days before the Interim Post-Closing Data Cut-Off Date, the Interim Post-Closing Data File and reflect such mortality event in its calculation of the Interim Post-Closing [ * * * ] Amount, and (y) at all times prior to delivery of the Final Data File, the Final Data File and include such mortality event in its calculation of the Final [ * * * ] Amount. The Insurer will provide monthly updates to the Company of such mortality review.
Appears in 1 contract
Samples: Definitive Purchase Agreement (Kimberly Clark Corp)
Insurer’s Verification of Mortality. 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 Social Security Master Death file and the Lexis Nexis Accurint tool to attempt to determine if any Covered Lives or Contingent Lives were deceased prior to [ * * * ]. If (i) subject to such standard verification practices and procedures, such data source indicates that a Covered Life or Contingent Life was deceased prior to [ * * * ] or (ii) the Company presents evidence, reasonably acceptable to the Insurer, that a Covered Life or -23- Contingent Life was deceased prior to [ * * * ], then, the Insurer will reflect such mortality event in the (x) if two Business Days before the Interim Post-Closing Data Cut-Off Date, the Interim Post-Closing Data File and reflect such mortality event in its calculation of the Interim Post-Closing [ * * * ] Amount, and (y) at all times prior to delivery of the Final Data File, the Final Data File and include such mortality event in its calculation of the Final [ * * * ] Amount. The Insurer will provide monthly updates to the Company of such mortality review.
Appears in 1 contract
Samples: Definitive Purchase Agreement (Kimberly Clark Corp)
Insurer’s Verification of Mortality. 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 Social Security Master Death file and the Lexis Nexis Accurint tool to attempt to determine if any Covered Lives or Contingent Lives were deceased prior to [ * * * ]. If (i) subject to such standard verification practices and procedures, such data source indicates that a Covered Life or Contingent Life was deceased prior to [ * * * ] or (ii) the Company presents evidence, reasonably acceptable to the Insurer, that a Covered Life or Contingent Life was deceased prior to [ * * * ], then, the Insurer will reflect such mortality event in the (xA) if identified or notified at least two Business Days before the Interim Post-Closing Data Cut-Off Date, the Interim Post-Closing Data File File, and reflect such mortality event in its calculation of the Interim Post-Closing [ * * * ] Amount, and (yB) if identified or notified at all times least prior to delivery of the Final Data File, the Final Data File File, and include such mortality event in its calculation of the Final [ * * * ] Amount. The Insurer will provide monthly updates to the Company of such mortality review.
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