Certain Contingencies. For purposes of this Agreement, including Article III hereof, each of IMS HEALTH and the Corporation agrees that:
Certain Contingencies. (i) ACNielsen and Cognizant shall observe and comply with the provisions of Schedule 2.1(j)(i) pursuant to which, under the circumstances described therein, certain contributions to the capital of ACNielsen may be made.
Certain Contingencies. Notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, on or prior to the Distribution Date, each of the Corporation and New D&B agree to take all actions necessary to cause the Corporation's interests in certain prior business transactions set forth in Schedule 2.1(j) to be transferred to New D&B or a member of the New D&B Group, and each of the Corporation and New D&B agree that any rights with respect thereto shall be held by New D&B or a member of the New D&B Group and not by RHD or any member of the RHD Group and any Liabilities arising in connection with such interests and any transactions relating thereto (including, without limitation, any Liabilities for Taxes of any member of the Pre-Distribution D&B Group (as defined in the Tax Allocation Agreement) imposed by reason of audit adjustment or otherwise) shall be New D&B Liabilities and not RHD Liabilities.
Certain Contingencies. For purposes of this Agreement, including Article III hereof, each of ST and IMS agrees that:
Certain Contingencies. (a) If the contingency contemplated by Section 3.6, 3.7(b) or 3.7(c) should occur, the Borrower may at any time after receipt of such notice, and as long as the circumstances giving rise to the relevant claim continue, require the Banks to terminate upon not less than thirty days' notice the participation agreement with such participant, unless such participant has waived any claim to payment under those provisions.
Certain Contingencies. 25 3.6 Increased Capital Requirements; Tax............................26 3.7 Special Provisions for LIBOR Rate Advances.....................27 3.
Certain Contingencies. Notwithstanding anything in Article XI to the contrary, in the event that:
Certain Contingencies. Commencing after November 1, 2025, the Reorganized Debtor has the right to pay interest either (i) in cash at a rate of 9% or (ii) in cash at a rate of 8% per annum and 2% per annum by increasing the principal amount of the outstanding New 2027 Notes by issuing additional notes under the indenture having the same terms as the New 2027 Notes (“PIK Interest”). The existence of these contingent payments could cause the New 2027 Notes to be subject to the special rules that apply to contingent payment debt instruments. However, under applicable Treasury Regulations, the possibility of one or more contingent payments on the New 2027 Notes may be disregarded for the purposes of determining whether the New 2027 Notes are subject to the special rules of contingent payment debt instruments if, on the date the New 2027 Notes are issued, the possibility of such contingent payments occurring is remote and/or incidental or another exception applies, such as the alternative payment schedule exception (as described below under “—Treatment of Interest, Including OID and PIK Interest”). Further, under the applicable Treasury Regulations, an issuer’s “unconditional” right to make payments on a debt instrument under alternative payment schedules will not cause (by itself) a debt instrument to be treated as a contingent payment debt instrument. Although the matter is not free from doubt, the Debtors intend to take the position that the Reorganized Debtor’s right to pay interest either (i) in cash at a rate of 9% or (ii) PIK Interest, is “unconditional,” and thus does not result in the New 2027 Notes being treated as contingent payment debt instruments under applicable Treasury Regulations.] The remainder of this discussion assumes that the New 2027 Notes will not be treated as contingent payment debt instruments. Debtor’s determination regarding these additional payments is binding on U.S. Holders unless a U.S. Holder discloses its contrary position in the manner required by applicable Treasury Regulations. Debtor’s determination is not, however, binding on the IRS, and if the IRS were to challenge this determination, a U.S. Holder may be required to accrue income on its notes in a different rate than described below under “—Treatment of Interest, Including OID and PIK Interest”, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a New 2027 Note. U.S. Holders are urged to consult their own tax advisors regarding the pote...
Certain Contingencies. Parent and the Company shall have obtained the following:
Certain Contingencies. Holdings, Parent and the Company shall have completed their due diligence investigation of the Business, the results of which shall be satisfactory to Holdings.
