Common use of Post-Distribution Date Claims Clause in Contracts

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the Cognizant Business or, to the extent any claim is made against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the ACNielsen Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared Policies, D&B shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Policy, and shall further be deemed to assign, without need of further documentation, to Cognizant any and all rights of an insured party under such Cognizant Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(a) shall be deemed to constitute (or to reflect) an assignment of the Cognizant Shared Policies, or any of them, to Cognizant. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the ACNielsen Shared Policies, D&B shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen any and all rights of an insured party under such ACNielsen Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(b) shall be deemed to constitute (or to reflect) an assignment of the ACNielsen Shared Policies to ACNielsen.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against Cognizant ITT Destinations or any of its Subsidiaries (including, without limitation, where Cognizant ITT Destinations or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the Cognizant ITT Destinations Business or, to the extent any claim is made 35 35 against Cognizant ITT Destinations or any of its Subsidiaries (including, without limitation, where Cognizant ITT Destinations or its Subsidiaries are joint defendants with other persons), the conduct of the D&B ITT Industries Business or the ACNielsen ITT Hartford Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared Company Policies, D&B ITT Industries shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant ITT Destinations as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Company Policy, and shall further be deemed to assign, without need of further documentation, to Cognizant ITT Destinations any and all rights of an insured party under such Cognizant Shared Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(a7.02(a) shall be deemed to constitute (or to reflect) an assignment of the Cognizant Shared Company Policies, or any of them, to CognizantITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a). (b) If, subsequent to the Distribution Date, any person shall assert a claim against ACNielsen ITT Hartford or any of its Subsidiaries (including, without limitation, where ACNielsen ITT Hartford or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen ITT Hartford Business or, to the extent any claim is made against ACNielsen ITT Hartford or any of its Subsidiaries (including, without limitation, where ACNielsen ITT Hartford or its Subsidiaries are joint defendants with other persons), the conduct of the D&B ITT Industries Business or the Cognizant ITT Destinations Business, and which claim, suit, action, proceedingpro- 36 36 ceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one the Company Policy numbered 16 or more of the ACNielsen Shared Policies17 on Schedule 7.01(a) hereto, D&B ITT Industries shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen ITT Hartford as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Company Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen ITT Hartford any and all rights of an insured party under such ACNielsen Shared Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(b7.02(b) shall be deemed to constitute (or to reflect) an assignment of the ACNielsen Shared either of such Company Policies to ACNielsenITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a).

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the Cognizant Business or, to the extent any claim is made against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the ACNielsen Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared Policies, D&B shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Policy, and shall further be deemed 45 45 to assign, without need of further documentation, to Cognizant any and all rights of an insured party under such Cognizant Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(a) shall be deemed to constitute (or to reflect) an assignment of the Cognizant Shared Policies, or any of them, to Cognizant. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the ACNielsen Shared Policies, D&B shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen any and all rights of an insured party under such ACNielsen Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(b) shall be deemed to constitute (or to reflect) an assignment of the ACNielsen Shared Policies to ACNielsen.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person Person shall assert a claim against Cognizant PracticeWorks or any of its the PracticeWorks Subsidiaries (including, without limitation, including where Cognizant PracticeWorks or its the PracticeWorks Subsidiaries are joint defendants with other personsPersons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the Cognizant PracticeWorks Business or, to the extent any claim is made against Cognizant PracticeWorks or any of its the PracticeWorks Subsidiaries (including, without limitation, including where Cognizant PracticeWorks or its the PracticeWorks Subsidiaries are joint defendants with other personsPersons), the conduct of the D&B InfoCure Business or the ACNielsen Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Cognizant InfoCure Shared Policies, D&B shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant as the agent and attorney-in-fact to InfoCure shall assert and to collect any related Insurance Proceeds under such Cognizant InfoCure Shared PolicyPolicy on behalf of PracticeWorks and remit promptly to PracticeWorks any Insurance Proceeds so collected, and InfoCure shall further be deemed to assign, without need on behalf of further documentation, to Cognizant PracticeWorks assert any and all rights of an insured party under such Cognizant InfoCure Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(a) 8.3 shall be deemed to constitute (or to reflect) an assignment or transfer of the Cognizant InfoCure Shared Policies, or any of them, to CognizantPracticeWorks. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the ACNielsen Shared Policies, D&B shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen any and all rights of an insured party under such ACNielsen Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(b) shall be deemed to constitute (or to reflect) an assignment of the ACNielsen Shared Policies to ACNielsen.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against Cognizant MFCI or any of its Subsidiaries (including, without limitation, where Cognizant MFCI or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the Cognizant Business or, to the extent any claim is made against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the ACNielsen MFCI Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared Company Policies, D&B RTI shall, at the time such claim is asserted, to the extent any such Company Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant MFCI as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Company Policy, and shall further be deemed to assign, without need of further documentation, to Cognizant MFCI any and all rights of an insured party under such Cognizant Shared Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, -------- ------- that nothing in this Section 7.2(a5.2(a) shall be deemed to constitute (or to reflect) an assignment of the Cognizant Shared Company Policies, or any of them, to CognizantMFCI. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ACNielsen MHCI or any of its Subsidiaries (including, without limitation, where ACNielsen MHCI or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant MHCI Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the ACNielsen Shared Company Policies, D&B RTI shall, at the time such claim is asserted, to the extent such Company Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen MHCI as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Company Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen MHCI any and all rights of an insured party under such ACNielsen Shared Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, -------- however, that nothing in this Section 7.2(b5.2(b) shall be deemed to constitute (or ------- to reflect) an assignment of the ACNielsen Shared Policies such Company Policies, or any of them, to ACNielsenMHCI.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person Person shall assert a claim against Cognizant Lanier or any of its Subsidiaries the Lanixx Xxxsidiaries (including, without limitation, including where Cognizant or its Subsidiaries Lanixx xx the Lanixx Xxxsidiaries are joint defendants with other personsPersons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the Cognizant Business Lanixx Xxxiness or, to the extent any claim is made against Cognizant Lanier or any of its the Lanier Subsidiaries (including, without limitation, including where Cognizant or its Subsidiaries Lanixx xx the Lanixx Xxxsidiaries are joint defendants with other personsPersons), the conduct of the D&B Business or the ACNielsen Business, Harrxx Xxxiness and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared Harrxx Xxxred Policies, D&B shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant as the agent and attorney-in-fact to Harrxx xxxll assert and to collect any related Insurance Proceeds under such Cognizant Shared PolicyHarrxx Xxxred Policy on behalf of Lanixx xxx remit promptly to Lanixx xxx Insurance Proceeds so collected, and shall Harrxx xxxll further be deemed to assign, without need on behalf of further documentation, to Cognizant Lanixx xxxert any and all rights of an insured party under such Cognizant Shared Harrxx Xxxred Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(a) 6.2 shall be deemed to constitute (or to reflect) an assignment or transfer of the Cognizant Shared Harrxx Xxxred Policies, or any of them, to CognizantLanier. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the ACNielsen Shared Policies, D&B shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen any and all rights of an insured party under such ACNielsen Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(b) shall be deemed to constitute (or to reflect) an assignment of the ACNielsen Shared Policies to ACNielsen.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person person, corporation, firm or entity shall assert a claim against Cognizant Franchising or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in in, or in connection with with, the conduct of the Cognizant Franchising Group Business or, to the extent any claim is made against Cognizant Franchising or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons)Subsidiaries, the conduct of the D&B Business or the ACNielsen Franchising Group Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence occurrences or events under one or more of the Cognizant Shared Policies, D&B shall, Choice shall at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Policy, and shall further asserted be deemed to assign, without need of further documentation, to Cognizant Franchising any and all rights of an insured party under such Cognizant the applicable Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunderinsurer; provided, however, that nothing in this Section 7.2(a) sentence -------- ------- shall be deemed to constitute (or to reflect) an the assignment of the Cognizant Shared Policies, or any of them, to CognizantFranchising. (b) If, subsequent to the Distribution Date, any person person, corporation, firm or entity shall assert a claim against ACNielsen Choice or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence occurrences or events under one or more of the ACNielsen Shared Policies, D&B shall, Franchising shall at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Policy, and shall further asserted be deemed to assign, without need of further documentation, to ACNielsen Choice any and all rights of an insured party under such ACNielsen the applicable Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunderinsurer; provided, however, that nothing in this Section 7.2(b) sentence shall be -------- ------- deemed to constitute (or to reflect) an the assignment of the ACNielsen Shared Policies Policies, or any of them, to ACNielsenChoice.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the Cognizant Business or, to the extent any claim is made against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the ACNielsen Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared Policies, D&B shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further 43 43 documentation, Cognizant as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Policy, and shall further be deemed to assign, without need of further documentation, to Cognizant any and all rights of an insured party under such Cognizant Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(a) shall be deemed to constitute (or to reflect) an assignment of the Cognizant Shared Policies, or any of them, to Cognizant. (ba) If, subsequent to the Distribution Date, any person shall assert a claim against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the ACNielsen Shared Policies, D&B shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen any and all rights of an insured party under such ACNielsen Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(b) shall be deemed to constitute (or to reflect) an assignment of the ACNielsen Shared Policies to ACNielsen.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person person, corporation, firm or entity shall assert a claim against Cognizant BlowOut or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons) a BlowOut Subsidiary with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the Cognizant BlowOut Business or, to the extent any claim is made against Cognizant BlowOut or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons)subsidiaries, the conduct of the D&B Business or the ACNielsen Rentrak Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence occurrences or events under one or more of the Cognizant Shared Policies, D&B Rentrak shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Policy, and shall further be deemed to assign, without need of further documentation, to Cognizant BlowOut any and all rights of an insured party under such Cognizant the applicable Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right insurer; provided that notwithstanding such assignment, Rentrak shall retain such rights as an insured party with respect to any applicable Insurance Proceeds thereunder; providedsuch a claim as may be needed to protect Rentrak's interests thereunder with respect thereto, provided further, however, that nothing in this Section 7.2(a) sentence shall be deemed to constitute (or to reflect) an the assignment of the Cognizant Shared Policies, or any of them, to CognizantBlowOut. (b) If, subsequent to the Distribution Date, any person person, corporation, firm or entity shall assert a claim against ACNielsen Rentrak or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons) Rentrak Subsidiary with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Rentrak Business or, to the extent any claim is made against ACNielsen Rentrak or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons)subsidiaries, the conduct of the D&B Business or the Cognizant BlowOut Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence occurrences or events under one or more of the ACNielsen Shared Policies, D&B BlowOut shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen Rentrak any and all rights of an insured party under such ACNielsen the applicable Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right insurer; provided that notwithstanding such assignment, BlowOut shall retain such rights as an insured party with respect to any applicable Insurance Proceeds thereunder; providedsuch a claim as may be needed to protect BlowOut's interests thereunder with respect thereto, provided further, however, that nothing in this Section 7.2(b) sentence shall be deemed to constitute (or to reflect) an the assignment of the ACNielsen Shared Policies Policies, or any of them, to ACNielsenRentrak.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against Cognizant Spinco or any member of its Subsidiaries the Spinco Group (including, without limitation, including where Cognizant Spinco or its Subsidiaries are any member of the Spinco Group is a joint defendants defendant with any person other personsthan a member of the Company Group) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in in, or in connection with with, the conduct of the Cognizant Spinco Business or, to the extent any claim is made against Cognizant Spinco or any member of its Subsidiaries the Spinco Group (includingincluding where any member of the Spinco Group is a joint defendant with any person other than a member of the Company Group), without limitationin, where Cognizant or its Subsidiaries are joint defendants with other persons)in connection with, the conduct of the D&B Business or the ACNielsen Company Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared Policies, D&B the Company shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant Spinco as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Policy, and shall further be deemed to assign, without need of further documentation, to Cognizant Spinco any and all rights of an insured party under such Cognizant Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(a) 9.02 shall be deemed to constitute (or to reflect) an assignment of the Cognizant Shared Policies, or any of them, to CognizantSpinco. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the ACNielsen Shared Policies, D&B shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen any and all rights of an insured party under such ACNielsen Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(b) shall be deemed to constitute (or to reflect) an assignment of the ACNielsen Shared Policies to ACNielsen.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person person, corporation, firm or entity shall assert a claim against Cognizant Optimum or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in in, or in connection with with, the conduct of the Cognizant Optimum Business or, to the extent any claim is made against Cognizant Optimum or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons)Subsidiaries, the conduct of the D&B Business or the ACNielsen Optimum Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence occurrences or events under one or more of the Cognizant Shared Policies, D&B shall, CWC shall at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Policy, and shall further asserted be deemed to assign, without need of further documentation, to Cognizant Optimum any and all rights of an insured party under such Cognizant the applicable Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunderinsurer; provided, however, that nothing in this Section 7.2(a) sentence shall be deemed to constitute (or to reflect) an the assignment of the Cognizant Shared Policies, or any of them, to CognizantOptimum. (b) If, subsequent to the Distribution Date, any person person, corporation, firm or entity shall assert a claim against ACNielsen CWC or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence occurrences or events under one or more of the ACNielsen Shared Policies, D&B shall, Optimum shall at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Policy, and shall further asserted be deemed to assign, without need of further documentation, to ACNielsen CWC any and all rights of an insured party under such ACNielsen the applicable Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunderinsurer; provided, however, that nothing in this Section 7.2(b) sentence shall be deemed to constitute (or to reflect) an the assignment of the ACNielsen Shared Policies Policies, or any of them, to ACNielsenCWC.

Post-Distribution Date Claims. (ai) If, on or subsequent to the Distribution Date, any person shall assert a claim against Cognizant Parent or any of its the Parent Subsidiaries (including, without limitation, where Cognizant Parent or its any of the Parent Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense Insurable Claim incurred or claimed to have been incurred on or prior to the Distribution Date in or in connection with the conduct of the Cognizant Business or, to the extent any claim is made against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the ACNielsen Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense Insurable Claim may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared PoliciesCommon Policies which is also a New Xxxxxxxx Policy, D&B New Xxxxxxxx shall, at the time such claim is asserted, to the extent any such Policy may require requires that any applicable Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant Parent as the agent and attorney-in-in- fact to assert and to collect any related applicable Insurance Proceeds under such Cognizant Shared Common Policy, and shall further be deemed to assign, without need of further documentation, to Cognizant Parent any and all rights of an insured party under such Cognizant Shared Common Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(asubsection 3.06(b)(i) -------- ------- shall be deemed to constitute (or to reflect) an assignment of the Cognizant Shared such Common Policies, or any of them, to CognizantParent or any Parent Subsidiary. (bii) If, on or subsequent to the Distribution Date, any person shall assert a claim against ACNielsen New Xxxxxxxx or any of its the New Xxxxxxxx Subsidiaries (including, without limitation, where ACNielsen New Xxxxxxxx or its any of the New Xxxxxxxx Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense Insurable Claim incurred or claimed to have been incurred on or prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense Insurable Claim may arise out of an insured or insurable occurrence under one or more of the ACNielsen Shared PoliciesCommon Policies which is also a Parent Policy, D&B Parent shall, at the time such claim is asserted, to the extent any such Policy may require requires that any applicable Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen New Xxxxxxxx as the agent and attorney-in-fact to assert and to collect any related applicable Insurance Proceeds under such ACNielsen Shared Common Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen New Xxxxxxxx any and all rights of an insured party under such ACNielsen Shared Common Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(bsubsection 3.06(b)(ii) shall be -------- ------- deemed to constitute (or to reflect) an assignment of the ACNielsen Shared Policies such Common Policies, or any of them, to ACNielsenNew Xxxxxxxx or any New Xxxxxxxx Subsidiary.