Cognizant Assets definition

Cognizant Assets means: (i) any and all Assets that are expressly contemplated by this Agreement, including the list of pre- Distribution reorganization steps attached as Schedule 1.1(b)(i)(1) hereto, or any Ancillary Agreement (or included on Schedule 1.1(w)(i) or any other Schedule hereto or thereto) as Assets which have been or are to be transferred to Cognizant or any other member of the Cognizant Group; (ii) the ownership interests in those Business Entities listed on Schedule 1.1(w)(ii); (iii) subject to Article VII, any rights of any member of the Cognizant Group under any of the Policies, including any rights thereunder arising after the Distribution Date in respect of any Policies that are occurrence policies; (iv) any Cognizant Contracts, any rights or claims arising thereunder, and any other rights or claims or contingent rights or claims primarily relating to or arising from any Cognizant Asset or the Cognizant Business; (v) any Assets reflected on the Cognizant Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for 11 11 Cognizant or any member of the Cognizant Group subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of such balance sheet; and (vi) any and all Assets owned or held immediately prior to the Distribution Date by D&B or any of its Subsidiaries (including ACNielsen or any of its Subsidiaries) primarily relating to or used in the Cognizant Business. The intention of this clause (vi) is only to rectify any inadvertent omission of transfer or conveyance of any Asset that, had the parties given specific consideration to such Asset as of the date hereof, would have otherwise been classified as a Cognizant Asset. No Asset shall be deemed to be a Cognizant Asset solely as a result of this clause (vi) if such Asset is within the category or type of Asset expressly covered by the subject matter of an Ancillary Agreement. In addition, no Asset shall be deemed a Cognizant Asset solely as a result of this clause (vi) unless a claim with respect thereto is made by Cognizant on or prior to the first anniversary of the Distribution Date. Notwithstanding the foregoing, the Cognizant Assets shall not in any event include:
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Cognizant Assets means: (i) any and all Assets that are expressly contemplated by this Agreement, including the list of pre-Distribution reorganization steps attached as Schedule 1.1(b)(i)(1) hereto, or any Ancillary Agreement (or included on Schedule 1.1(w)(i) or any other Schedule hereto or thereto) as Assets which have been or are to be transferred to Cognizant or any other member of the Cognizant Group; (ii) the ownership interests in those Business Entities listed on Schedule 1.1(w)(ii); (iii) subject to Article VII, any rights of any member of the Cognizant Group under any of the Policies, including any rights thereunder arising after the Distribution Date in respect of any Policies that are occurrence policies; (iv) any Cognizant Contracts, any rights or claims arising thereunder, and any other rights or claims or contingent rights or claims primarily relating to or arising from any Cognizant Asset or the Cognizant Business; (v) any Assets reflected on the Cognizant Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for
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Related to Cognizant Assets

  • Relevant Assets means all of the following:

  • Significant Assets means one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any other concurrent transactions, would result in the CPC meeting the initial listing requirements of the Exchange.

  • Project Assets means all physical and other assets relating to (a) tangible assets such as civil works and equipment including foundations, embankments, pavements, road surface, interchanges, bridges, culverts, road over-bridges, drainage works, traffic signals, sign boards, kilometre-stones, [toll plaza(s)], electrical systems, communication systems, rest areas, relief centres, maintenance depots and administrative offices; and (b) Project Facilities situated on the Site;

  • Information Assets means any information, including Confidential Information, necessary to the operation of either party that is created, stored, transmitted, processed or managed on any hardware, software, network components, or any printed form or is communicated orally. “Information Assets” does not include information that has been transferred from the Disclosing Party to the Receiving Party under applicable laws, regulations and agency guidance, and that is being maintained and used by the Receiving Party solely for purposes that are not Contractor Exchange Functions.

  • Small Diversity business concern means a small business concern that is at least fifty-one (51) percent unconditionally owned by one or more individuals who are both socially and economically diverse, or a publicly owned business that has at least fifty-one (51) percent of its stock unconditionally owned by one or more socially and economically diverse individuals and that has its management and daily business controlled by one or more such individuals. This term also means a small business concern that is at least fifty-one (51) percent unconditionally owned by an economically diverse Indian tribe or Native Hawaiian Organization, or a publicly owned business that has at least fifty-one (51) percent of its stock unconditionally owned by one of these entities, that has its management and daily business controlled by members of an economically diverse Indian tribe or Native Hawaiian organization.

  • Company IT Assets means any and all computers, computer software, source code, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology systems and equipment, and all associated documentation owned by the Company or any of its Subsidiaries or licensed or leased to the Company or any of its Subsidiaries (excluding any public networks).

  • Combined Assets means the sum of Fund Assets and Other Assets; and

  • Independent Assets or Operations means, with respect to any Parent Company, that Parent Company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Borrower and the Restricted Subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such Parent Company, is more than 3.0% of such Parent Company’s corresponding consolidated amount.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Alarm business means the business by any individual, partnership, corporation, or other entity of selling, leasing, maintaining, servicing, repairing, altering, replacing, moving or installing any alarm system or causing to be sold, leased, maintained, serviced, repaired, altered, replaced, moved or installed any alarm system in or on any building, structure or facility.

  • PJM Net Assets means the total assets per PJM’s consolidated quarterly or year-end financial statements most recently issued as of the date of the receipt of written notice of a claim less amounts for which PJM is acting as a temporary custodian on behalf of its Members, transmission developers/Designated Entities, and generation developers, including, but not limited to, cash deposits related to credit requirement compliance, study and/or interconnection receivables, member prepayments, invoiced amounts collected from Net Buyers but have not yet been paid to Net Sellers, and excess congestion (as described in Operating Agreement, Schedule 1, section 5.2.6, and the parallel provisions of Tariff, Attachment K-Appendix, section 5.2.6).

  • Property, Plant and Equipment means any item of real property, or any interest therein, buildings, improvements and machinery.

  • Eligible business means a business located within the counties of Cook, DuPage, Kane, Lake, McHenry or Will in the State of Illinois (the “Six County Region”), and as to which: (1) a majority of the business' fleet is located and used within the Six County Region; and (2) a majority of those vehicles located and used within the Six County Region are alternatively powered vehicles.

  • Fixed Assets means Equipment and Real Estate.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Subject Business means the policy or policies that are

  • Projects means the projects identified in Exhibit A to the Agreement and all other projects, any costs of which are included in a Transitional Capital Plan pursuant to the Act or are Recovery Costs, and financed, by payment or reimbursement, with the proceeds of Bonds or Notes.

  • Gross Assets means the total of fixed assets and current assets;

  • Customer Assets means the Customer’s infrastructure, data, software, materials, assets, equipment or other property owned by and/or licensed or leased to the Customer and which is or may be used in connection with the provision of the Goods and/or Services;

  • Subject Assets is defined in Section 2.2(c).

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • home business means a business, service or profession carried out in a dwelling or on land around a dwelling by an occupier of the dwelling which –

  • Separate Business means each of the activities of the Licensee connected

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).

  • IT Assets means computers, software, servers, networks, workstations, routers, hubs, circuits, switches, data communications lines, and all other information technology equipment, and all associated documentation.