Cognizant Contracts definition
Cognizant Contracts means the following contracts and agreements to which D&B or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, whether or not in writing, except for any such contract or agreement (i) that is not expressly contemplated to be transferred or assigned by any member of the D&B Group or (ii) that is expressly contemplated to be transferred or assigned to any member of the ACNielsen Group, in each case, pursuant to any provision of this Agreement or any Ancillary Agreement:
(i) any contracts or agreements listed or described on Schedule 1.1(aa)(i);
(ii) any contract or agreement entered into in the name of, or expressly on behalf of, any division, business unit or member of the Cognizant Group;
(iii) any contract or agreement that relates primarily to the Cognizant Business;
(iv) federal, state and local government and other contracts and agreements that are listed or described on Schedule 1.1(aa)(iv) and any other government contracts or agreements entered into after the date hereof and prior to the 13 13 Distribution Date that relate primarily to the Cognizant Business;
(v) any contract or agreement representing capital or operating equipment lease obligations reflected on the Cognizant Balance Sheet, including obligations as lessee under those contracts or agreements listed on Schedule 1.1(aa)(v);
(vi) any contract or agreement that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be assigned to Cognizant or any member of the Cognizant Group; and
(vii) any guarantee, indemnity, representation or warranty of any member of the Cognizant Group.
Cognizant Contracts means the following contracts and agreements to which D&B or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, whether or not in writing, except for any such contract or agreement (i) that is not expressly contemplated to be transferred or assigned by any member of the D&B Group or (ii) that is expressly contemplated to be transferred or assigned to any member of the ACNielsen Group, in each case, pursuant to any provision of this Agreement or any Ancillary Agreement:
(i) any contracts or agreements listed or described on Schedule 1.1(aa)(i);
(iii) any contract or agreement that relates primarily to the Cognizant Business;
(iv) federal, state and local government and other contracts and agreements that are listed or described on Schedule 1.1(aa)(iv) and any other government contracts or agreements entered into after the date hereof and prior to the Distribution Date that relate primarily to the Cognizant Business;
(v) any contract or agreement representing capital or operating equipment lease obligations reflected on the Cognizant Balance Sheet, including obligations as lessee under those contracts or agreements listed on Schedule 1.1(aa)(v);
(vi) any contract or agreement that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be assigned to Cognizant or any member of the Cognizant Group; and
(vii) any guarantee, indemnity, representation or warranty of any member of the Cognizant Group.