Common use of Gain Recognition Agreements Clause in Contracts

Gain Recognition Agreements. (a) In the event that the Cognizant Group transfers, liquidates or otherwise disposes of the stock or assets of any entity listed on Schedule 3.4(a) and such transfer, liquidation or disposition results in the D&B Group recognizing gain pursuant to a gain recognition agreement under Section 367(a) of the Code, then Cognizant shall be liable for any resulting Taxes, including interest, that any member of the D&B Group is required to pay. (b) In the event that the ACNielsen Group transfers, liquidates or otherwise disposes of the stock or assets of any entity listed on Schedule 3.4(b) and such transfer, liquidation or disposition results in the D&B Group recognizing gain pursuant to a gain recognition agreement under Section 367(a) of the Code, then ACNielsen shall be liable for any resulting Taxes, including interest, that any member of the D&B Group is required to pay.