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:
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