Cognizant Liabilities definition

Cognizant Liabilities in that Article shall be read to include all Liabilities assumed by the Cognizant Group pursuant to this Agreement. The term "ACNielsen Liabilities" in that Article shall be read to include all Liabilities assumed by the ACNielsen Group pursuant to this Agreement.

Cognizant Liabilities. (as defined in the 1996 Distribution Agreement) under the 1996 Distribution Agreement pursuant to an undertaking substantially in the form of Exhibit 2.1(m) hereto.

Cognizant Liabilities means: (i) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto, including Schedule 1.1(ae)(i) hereto) as Liabilities to be assumed by Cognizant or any member of the Cognizant Group, and all agreements, obligations and Liabilities of any member of the Cognizant Group under this Agreement or any of the Ancillary Agreements; (ii) all Liabilities (other than Taxes and any employee-related Liabilities), primarily relating to, arising out of or resulting from: (A) the operation of the Cognizant Business, as conducted at any time prior to, on or after the Distribution Date (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, 14 14 employee, agent or representative (whether or not such act or failure to act is or was within such person's authority)); (B) the operation of any business conducted by Cognizant or any Subsidiary of Cognizant at any time after the Distribution Date (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such person's authority)); or (C) any Cognizant Assets; whether arising before, on or after the Distribution Date; (iii) all Liabilities reflected as liabilities or obligations on the Cognizant Balance Sheet or the accounting records supporting such balance sheet, and all Liabilities arising or assumed after the date of such balance sheet which, had they arisen or been assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet, subject to any discharge of such Liabilities subsequent to the date of the Cognizant Balance Sheet. Notwithstanding the foregoing, the Cognizant Liabilities shall not include:

Examples of Cognizant Liabilities in a sentence

• Except as otherwise provided in Section 7.2, Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid to D&B, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to D&B with respect to D&B Liabilities, to Cognizant with respect to Cognizant Liabilities and to ACNielsen with respect to the ACNielsen Liabilities.

• For purposes of this Agreement, including Article III hereof, D&B agrees with each of Cognizant and ACNielsen that any and all Liabilities arising from or based upon misstatements in or omissions from the Form 10 filed by either such party shall be deemed to be D&B Liabilities and not Cognizant Liabilities or ACNielsen Liabilities, as the case may be.

• The term "Cognizant Liabilities" in that Article shall be read to include all Liabilities assumed by the Cognizant Group pursuant to this Agreement.

• Cognizant shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the subject matter of any claims constituting Cognizant Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Cognizant, whether or not the privileged information is in the possession of Cognizant or under the control of D&B, Cognizant or ACNielsen.

• On or prior to the Distribution Date, IMS HEALTH will undertake to each of The Dun & Bradstreet Corporation and ACNielsen Corporation to be jointly and severally liable for all "Cognizant Liabilities" (as defined in the 1996 Distribution Agreement) under the 1996 Distribution Agreement pursuant to an undertaking substantially in the form of Exhibit 2.1(m) hereto.

More Definitions of Cognizant Liabilities

Cognizant Liabilities in that Article shall be read to include all Liabilities relating to the Intellectual Property to be owned by Cognizant pursuant to this Agreement. The term "ACNielsen Liabilities" in that Article shall be read to include all Liabilities relating to the Intellectual Property to be owned by ACNielsen pursuant to this Agreement. The term "Third Party Claim" in that Article shall be read to include all claims or demands made by a non-party to this Agreement concerning the Intellectual Property, including but not limited to claims for Infringement accruing or arising before the Distribution Date.

Cognizant Liabilities. (as defined in the 1996 Distribution Agreement) under the 1996 Distribution Agreement pursuant to an undertaking substantially in the form of Exhibit 2.1(k)(i) hereto; PROVIDED, HOWEVER, that except as otherwise provided for herein, IMS shall indemnify ST for "Cognizant Liabilities."

Cognizant Liabilities. (as defined in the 1996 Distribution Agreement) under the 1996 Distribution Agreement pursuant to an undertaking substantially in the form of Exhibit 2.1(d)(i) hereto, and (ii) to Xxxxxxx Media Research, Inc. ("NMR") to be jointly and severally liable for all "IMS HEALTH Liabilities" (as defined in the 1998 Distribution Agreement) under the 1998 Distribution Agreement pursuant to an undertaking substantially in the form of Exhibit 2.1(d)(ii) hereto. IMS HEALTH (together with its successors and permitted assigns, jointly and severally) will indemnify Gartner against any and all liabilities to RHD, ACNielsen and NMR (including fees and expenses of counsel, which will be reimbursed as incurred) which Gartner or its successors and permitted assigns may become subject as a result of the undertakings referred to herein. This provision is not intended to limit in any respect any of Gartner's obligations under Section 3.1 hereof with respect to Gartner Liabilities.

Cognizant Liabilities means collectively, (i) all obligations and Liabilities of Cognizant or any Subsidiary of Cognizant immediately prior to the completion of the Exchange Offer, and (ii) all obligations and Liabilities of Cognizant hereunder and under the Intercompany Agreement.

Cognizant Liabilities or "IMS Health Liabilities" or "IMS Liabilities" or could give rise to any material claim by any person against either IMS Health or Cognizant under any of the agreements described in Section 4.5(d).

Cognizant Liabilities in that Article shall be read to include all Liabilities assumed by Cognizant pursuant to this Agreement. The term “ACNielsen Liabilities” in that Article shall be read to include all Liabilities assumed by ACNielsen pursuant to this Agreement. The term “D&B Indemnitees” in such Article shall be deemed to have been deleted and the Company substituted in lieu thereof. The term “Ancillary Agreements” used in connection with such Article shall be read to include this Agreement and all agreements into which the Company enters in connection with this Agreement.

Cognizant Liabilities means any and all Liabilities relating to, arising out of or resulting from the operation of the Cognizant Business, but excluding ACNielsen Liabilities and D&B Liabilities.