New D&B Group definition

New D&B Group means New D&B and each Business Entity which is contemplated to remain or become a Subsidiary of New D&B pursuant to the Distribution Agreement.

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New D&B Group means New D&B, New D&B Opco Inc., D&B International, Moody's and each corporation, partnership, limited liability company, or other entity (other than any member of the RHD Group) that is a Subsidiary of the Corporation immediately prior to the Distribution.

New D&B Group shall have the meaning as defined in the Distribution Agreement.

Examples of New D&B Group in a sentence

• The New D&B Group shall be responsible for all COBRA coverage for any other Corporation Employee and his or her covered dependents who participated in a Corporation Employee Benefit Welfare Plan and who had or have a loss of health care coverage due to a qualifying event occurring prior to the Effective Time.

• 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.

• New D&B shall indemnify, defend and hold harmless the Moody's Group (and their respective affiliates) from and against any and all Tax liabilities allocated to the New D&B Group by this Agreement.

• Article VI of the Distribution Agreement shall govern the rights of the RHD Group and the New D&B Group with respect to dispute resolution.

• New D&B and the Corporation shall each be liable for one-half of any Other Taxes (or be entitled to one-half of such refunds) that do not relate to any member of the New D&B Group or any member of the Moody's Group.

• The New D&B Group shall be responsible for and pay expenses and benefits relating to all Employee Benefit Welfare Plan claims (i) incurred prior to the Effective Time by Corporation Employees, Moody's Disabled Employees and their covered dependents (other than claims incurred by Moody's Disabled Employees under the Corporation Long-Term Disability Plans) and (ii) incurred by New D&B Employees and Corporation Retirees as well as their covered dependents from and after the Effective Time.

• The New D&B Group shall assume all other Liabilities relating to the Corporation Savings Plan.

• The New D&B Group shall assume all other Liabilities relating to the Corporation Retirement Plan.

• 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.

• Article VI of the Distribution Agreement shall govern the rights of the Moody's Group and the New D&B Group with respect to dispute resolution.

More Definitions of New D&B Group

New D&B Group means New D&B and each person (other than any member of the RHD Group) that is a Subsidiary of the Corporation immediately prior to the Effective Time.

New D&B Group means New D&B and each person (other than any member of the Moody's Group) that is a Subsidiary of the Corporation immediately prior to the Effective Time, which shall include those identified as such on Schedule 1.1(zz)(i) hereto, which Schedule shall also indicate the amount of New D&B direct or indirect ownership interest therein.