Common use of Certain Contingencies Clause in Contracts

Certain Contingencies. Notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, on or prior to the Distribution Date, each of the Corporation and New D&B agree to take all actions necessary to cause the Corporation's interests in certain prior business transactions set forth in Schedule 2.1(j) to be transferred to New D&B or a member of the New D&B Group, and each of the Corporation and New D&B agree that any rights with respect thereto shall be held by New D&B or a member of the New D&B Group and not by RHD or any member of the RHD Group and any Liabilities arising in connection with such interests and any transactions relating thereto (including, without limitation, any Liabilities for Taxes of any member of the Pre-Distribution D&B Group (as defined in the Tax Allocation Agreement) imposed by reason of audit adjustment or otherwise) shall be New D&B Liabilities and not RHD Liabilities.