Cognizant Sample Clauses

Cognizant. Cognizant represents, warrants and covenants that: (1) it is a corporation duly organized, validly existing and in good standing under the Laws of Delaware; (2) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (3) the execution, delivery and performance of this Agreement by Cognizant has been duly authorized by Cognizant and shall not conflict with, result in a breach of or constitute a default under any other agreement to which Cognizant Group is a party or by which Cognizant Group is bound; (4) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Cognizant Group’s ability to fulfill its obligations under this Agreement;

Cognizant. Group shall establish a crisis management team at each Service Location and permit NAIC Group to designate individuals to participate as members of such team. The crisis management team shall meet quarterly and provide the minutes of such meeting to Cognizant Group. Upon NAIC Groups’ request, Cognizant shall designate members of the Service Delivery Organization to participate in NAIC Groups’ crisis management teams. In the event of a Force Majeure Event or Business Continuity Event, Cognizant Group shall implement its crisis management teams and cooperate with NAIC Groups’ crisis management teams.

Cognizant. Cognizant shall defend, indemnify and hold harmless the NAIC Indemnified Parties from and against any Loss relating to a Claim by a third party against the NAIC Indemnified Parties: (1) that the Cognizant Resources or use thereof infringes, or causes the infringement of, the proprietary rights of a third party, except to the extent such infringement is a result of: (a) use of the Cognizant Resources by NAIC Group in contravention of the Related Documentation or license granted to NAIC Group under Article 7 or an applicable SOW; (b) failure by NAIC Group to use new or corrected versions of such Cognizant Resources provided by Cognizant Group to NAIC Group with no additional charge (provided, however, that NAIC Group is notified that use of such new or corrected version is necessary to avoid infringement); (c) modifications made by NAIC Group or a NAIC Agent other than at the direction of Cognizant Group; (d) Cognizant Group complying with instructions, specifications or designs required or provided by NAIC Group where such compliance necessarily would give rise to such infringement; or (e) combination of the Cognizant Resources by NAIC Group or a NAIC Agent with products or systems other than those provided by, or authorized by, Cognizant Group; (2) relating to any taxes, interest, penalties or other amounts assessed against NAIC Group that are the obligation of Cognizant Group pursuant to Article 10; (3) relating to a breach of Section 8.01, Section 8.04, Article 13, Section 14.02 or Section 22.06 by Cognizant Group; (4) relating to the inaccuracy, untruthfulness or breach of any representation or warranty made by Cognizant in Section 15.02(1), Section 15.02(2), Section 15.02(3), Section 15.02(4), Section 15.02(7), Section 15.02(9), Section 15.02(10), Section 15.02(11) or Section 15.02(12); (5) relating to (a) injury or death of any person (including employees of Cognizant Group or NAIC Group, or customers of NAIC Group) or (b) the loss of or damage to any tangible property (including tangible property of the employees of Cognizant Group or NAIC Group, or customers of NAIC Group), in each case, resulting from the acts or omissions (including breach of contract) of Cognizant Group; (6) by a Cognizant Agent, a member of the Service Delivery Organization or any third party to whom Cognizant Group owes a duty or obligation, except to the extent such claim is directly due to an act or omission of NAIC Group; (7) relating to the gross negligence or willful misco...

Cognizant. Audit Office Template (CAOT): This template is designed to capture relevant information concerning (1) the specific location (address or addresses for prime and proposed major subcontractors and minor subcontractors as appropriate) where auditable cost information physically resides that supports amounts proposed;

Cognizant. Audit Office Template (CAOT): This template is designed to capture relevant information concerning (1) the specific location (address or addresses for prime and proposed major subcontractors and minor subcontractors as appropriate) where auditable cost information physically resides that supports amounts proposed; (2) the person or persons (name, address, phone number, and e-mail address) who can be contacted by DCAA to provide audit information for the prime Offeror, (3) the person or persons (name, address, phone number, and e-mail address) who can be contacted by DCAA to provide audit information for companies, partners (in a teaming, joint venture or partnership situation) or proposed major subcontractor(s); and (4) the name and address of the cognizant DCAA field audit office to which electronic and hardcopy proposals were sent. The name, location and contact information for the DCMA PACO or ACO. Cost Volume Part 3 – Offeror’s Pricing Model (OPM) a. The Offeror’s Pricing Model (OPM) shall be time-phased by Contract year, and separated by WBS. Additionally, it should follow the format specified in Table 15-2 of FAR 15.408. b. The OPM shall be true self-calculating spreadsheet files that allow for easy cost adjustments arising from changes in types, quantities, rates, factors, etc. The submission of scanned documents inserted into document applications such as Adobe PDF or MS Word DOC files is prohibited. All documents in an OPM shall be searchable and capable of being manipulated. These instructions, including the requirements for detailed cost and substantiation information are equally applicable to the Prime Offeror and all Major Subcontractors. The Offeror and proposed major subcontractors shall submit a separate BOE part in the cost volume. The purpose of this part is to give the Government insight into the thought processes and methodologies used by the Offeror in estimating the labor skill mix by labor hours, other direct costs, etc., required for successful performance on this contract for the cost estimates. Emphasis should be placed on a description of the processes and methodologies themselves, and how these relate to the technical approach described in the proposal. The BOE part shall be at the same WBS level as the cost proposal. The Offeror shall include a matrix allowing traceability to the Mission Suitability Volume and other pertinent parts of this Cost Volume. The information provided under this part will be used to assess the reasonab...

Cognizant and Seller shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each TE with respect to claims incurred by such employees or their covered dependents prior to the Closing Date. For purposes of this paragraph, a medical claim shall be deemed incurred when the services that are the subject of such claim are performed. Claims incurred by any TE under any applicable workers' compensation legislation shall if incurred prior to the Closing Date, be the sole responsibility and liability of Cognizant and the Seller. Seller and Cognizant shall be responsible for all legally mandated continuation of health care coverage for any former TE and

Cognizant any subsequent Optionee and ACNielsen shall at all relevant times cooperate in good faith with respect to the Plan. Each such party will act in good faith (a) and that the parties shall make a good faith effort to divide the potential disruption and expense to the ACNielsen TAM Business and the other ACNielsen businesses fairly and equitably. Each party acknowledges that such party may be required to hire additional personnel and replace Assets to enable its businesses to operate as going concerns after the TAM Acquisition.

Cognizant any subsequent Optionee and ACNielsen shall at all relevant times cooperate in good faith with respect to the Plan. Each such party will act in good faith in negotiating the allocation of Shared TAM Employees and Shared TAM Assets. For the period commencing on the date that the Optionee has given notice of the exercise of the Option and ending on the earlier of (i) the date the Optionee gives notice that it no longer desires to acquire the relevant ACNielsen TAM Business and (ii) the first anniversary of the TAM Acquisition Date, no party shall attempt to solicit for employment or otherwise influence any ACNielsen employee to accept employment with an employer other than the employer designated by the Plan for such employee. Prior to the exercise of the Option, ACNielsen may move employees from one business group to another or change an employee's job description in good faith in the ordinary course of business but may not do so with the purpose of adversely affecting (from the TAM Purchaser's perspective) the allocation of Shared TAM Employees pursuant to the Plan. Each of Cognizant and ACNielsen understand and acknowledge that the separation of Shared TAM Employees and Multiple Use Assets will cause disruption of and create expense for the ACNielsen TAM Business and other ACNielsen businesses. The parties further agree that the transition arrangements contained in the Plan regarding Shared TAM Employees and Multiple Use Assets shall be in accordance with Schedule 3.1 (a) and that the parties shall make a good faith effort to divide the potential disruption and expense to the ACNielsen TAM Business and the other ACNielsen businesses fairly and equitably. Each party acknowledges that such party may be required to hire additional personnel and replace Assets to enable its businesses to operate as going concerns after the TAM Acquisition.

Cognizant. Group shall not be responsible for a failure to comply with a Law to the extent that Cognizant Group relies on, and complies with, NAIC Group’s direction pursuant to Section 14.02(2)(a) in respect of such Law or NAIC Group’s interpretation of such Law pursuant to Section 14.02(3).

Cognizant shall assign and meet the required staffing and resource needs for its provision of its Services. If Client notifies Cognizant that it is dissatisfied with the services of any person supplied by Cognizant, Client shall provide Cognizant with a written description of such unsatisfactory services, and Cognizant shall try in good faith to promptly resolve any concerns. If Client continues to be dissatisfied with such person due to issues related to performance, workplace conduct, or behavior, Cognizant will remove that person from the situation and will assign another qualified person to Client’s work as soon as possible. Cognizant agrees to use commercially reasonable efforts to maintain consistency of project personnel (subject to personnel employment status, promotion, leave of absence) and commits that replacement staffing resources will have sufficient project knowledge, qualifications and experience, without additional cost to Client, in order to render services in accordance with this Agreement. In such a case, Cognizant will provide a replacement within a commercially reasonable time while preserving overall project timelines.