D&B Liabilities definition
Examples of D&B Liabilities in a sentence
New D&B 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 New D&B Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by New D&B whether or not the privileged information is in the possession of or under the control of the Corporation or New D&B.
The term "New D&B Liabilities" in that Article shall be read to include all Liabilities assumed or retained by the New D&B Group pursuant to this Agreement.
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.
D&B shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting D&B Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by D&B, whether or not the privileged information is in the possession of or under the control of D&B, Cognizant or ACNielsen.
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.
The term "D&B Liabilities" in that Article shall be read to include all Liabilities assumed by the D&B Group pursuant to this Agreement.
Except as otherwise specifically set forth in any Ancillary Agreement, and subject to Section 2.3 hereof, from and after the Effective Time, (i) the Corporation shall, and shall cause each member of the Moody's Group to, assume, pay, perform and discharge all Moody's Liabilities and (ii) New D&B shall, and shall cause each member of the New D&B Group to, assume, pay, perform and discharge all New D&B Liabilities.
Except as otherwise specifically set forth in any Ancillary Agreement, and subject to Section 2.3 hereof, from and after the Effective Time, (i) the Corporation shall, and shall cause each member of the RHD Group to, assume, pay, perform and discharge all RHD Liabilities and (ii) New D&B shall, and shall cause each member of the New D&B Group to, assume, pay, perform and discharge all New D&B Liabilities.
Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid to New D&B, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to the Corporation with respect to Moody's Liabilities and to New D&B with respect to New D&B Liabilities.
Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid to New D&B, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to the Corporation with respect to RHD Liabilities and to New D&B with respect to New D&B Liabilities.