Common use of Certain Contingencies Clause in Contracts

Certain Contingencies. (i) ACNielsen and Cognizant shall observe and comply with the provisions of Schedule 2.1(j)(i) pursuant to which, under the circumstances described therein, certain contributions to the capital of ACNielsen may be made. (ii) Cognizant shall be liable for a portion of the liabilities related to certain prior business transactions 25 25 to the extent and in the circumstances described in Schedule 2.1(j)(ii). (iii) (A) D&B and Cognizant agree that to the extent the aggregate cash proceeds received by D&B upon the disposition of the businesses known as Dun & Bradstreet Software, NCH Promotional Services and American Credit Indemnity are higher or lower than the aggregate amount set forth on Schedule 2.1(j)(iii)(A), 50% of any such excess shall be deemed to be a Cognizant Asset and be payable by D&B to Cognizant immediately upon the consummation of the disposition of the last of such businesses remaining with D&B, and 50% of any such deficit shall be deemed to be a Cognizant Liability and be payable by Cognizant to D&B immediately upon the consummation of the disposition of the last of such businesses remaining with D&B.

Certain Contingencies. (i) ACNielsen and Cognizant shall observe and comply with the provisions of Schedule 2.1(j)(i) pursuant to which, under the circumstances described therein, certain contributions to the capital of ACNielsen may be made. (ii) Cognizant shall be liable for a portion of the liabilities related to certain prior business transactions 25 25 to the extent and in the circumstances described in Schedule 2.1(j)(ii). (iii) (A) D&B and Cognizant agree that to the extent the aggregate cash proceeds received by D&B upon the disposition of the businesses known as Dun & Bradstreet Software, NCH Promotional Services and American Credit Indemnity are higher or lower than the aggregate amount set forth on Schedule 2.1(j)(iii)(A), 50% of any such excess shall be deemed to be a Cognizant Asset and be payable by D&B to Cognizant immediately upon the consummation of the disposition of the last of such businesses remaining with D&B, and 50% of any such deficit shall be deemed to be a Cognizant Liability and be payable by Cognizant to D&B immediately upon the consummation of the disposition of the last of such businesses remaining with D&B.