New D&B Assets definition

New D&B Assets has the meaning set forth in the Distribution Agreement.

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New D&B Assets means, collectively, all the rights and Assets owned or held by the Corporation or any Subsidiary of the Corporation immediately prior to the Effective Time, except the RHD Assets.

New D&B Assets means:

Examples of New D&B Assets in a sentence

• Each of the Corporation and New D&B shall be entitled to 50% of any amount payable to the Corporation on or after the date hereof under the Specified Prior Spin-off Agreements, other than payments primarily relating to the Moody's Business (which shall be Moody's Assets) and payments primarily relating to the New D&B Business (which shall be New D&B Assets) ("Specified Prior Spin-off Payments").

• Notwithstanding anything herein to the contrary, after giving effect to the foregoing contribution, the cash balances as of the Distribution Date of any member of the Moody's Group shall be Moody's Assets and the cash balances as of the Distribution Date of any member of the New D&B Group shall be New D&B Assets.

• After giving effect to the Intercompany Transfer, the cash balances as of the Distribution Date of any member of the Moody's Group shall be Moody's Assets and the cash balances as of the Distribution Date of any member of the New D&B Group shall be New D&B Assets.

More Definitions of New D&B Assets

New D&B Assets means: (A) the direct or indirect ownership interests of the Corporation in those Business Entities listed on Schedule 1.1(zz)(i), (B) any direct 18 13 or indirect ownership interest of the Corporation in any Business Entities that are not listed on Schedule 1.1(pp)(i) or Schedule 1.1(zz)(i) and the Assets of which principally relate to the New D&B Business and (C) any other direct or indirect ownership interest of the Corporation in any Business Entity that is not referred to in clauses (A) or (B) and is not a Moody's Asset; (ii) any and all Assets that are expressly contemplated by this Agreement, including those on the list of pre-Distribution reorganization transactions attached as Schedule 1.1(pp)(ii) hereto, or any Ancillary Agreement (or included on any Schedule hereto or thereto) as Assets which have been or are to be transferred to New D&B or any other member of the New D&B Group prior to the Effective Time or are to remain with New D&B or any other member of the New D&B Group subsequent to the Effective Time; (iii) any Assets reflected on the New D&B Balance Sheet or the accounting records supporting such balance sheet (in each case other than Assets also reflected in the Moody's Balance Sheet) and any Assets acquired by or for New D&B or any member of the New D&B 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 (and not also reflected in the Moody's 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; (iv) subject to Article VII, any rights of any member of the New D&B Group under any of the Policies, including any rights thereunder arising from and after the Effective Time in respect of any Policies that are occurrence policies; (v) any New D&B 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 New D&B's Asset or the New D&B's Business; (vi) any and all payments to be allocated to New D&B pursuant to Section 2.1(l); (vii) any and all Assets of any Former New D&B Business, including, without limitation, the Business Entities described on Schedule 1.1(zz)(vii); (viii) 50% of any and all Assets of any Former Corporation Business, including, without limitation, the Business Entities described in Section 1.1(pp)(viii); and (...