Certain Contingencies Clause Samples
The 'Certain Contingencies' clause defines how the agreement will address specific events or conditions that may or may not occur during the contract term. Typically, this clause outlines what happens if particular situations arise, such as regulatory changes, force majeure events, or the failure of a party to obtain necessary approvals. For example, it may specify that the contract is suspended or terminated if a required license is not granted. The core function of this clause is to allocate risk and provide clear procedures for handling unforeseen or uncertain events, thereby protecting both parties from circumstances beyond their control.
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. (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.
(ii) Cognizant shall be liable for a portion of the liabilities related to certain prior business transactions to the extent and in the circumstances described in Schedule 2.1(j)(ii).
(iii) (A) D&B and Cognizant agree that to the extent the aggregate cash proceeds received by D&B upon the disposition of the businesses known as Dun & Bradstreet Software, NCH Promotional Services and American Credit Indemnity are higher or lower than the aggregate amount set forth on Schedule 2.1(j)(iii)(A), 50% of any such excess shall be deemed to be a Cognizant Asset and be payable by D&B to Cognizant immediately upon the consummation of the disposition of the last of such businesses remaining with D&B, and 50% of any such deficit shall be deemed to be a Cognizant Liability and be payable by Cognizant to D&B immediately upon the consummation of the disposition of the last of such businesses remaining with D&B.
Certain Contingencies. For purposes of this Agreement, including Article III hereof, each of ST and IMS agrees that:
(i) notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, each of IMS and ST shall be liable for a portion of the liabilities related to certain prior business transactions to the extent and in the circumstances described in Schedule 2.1(j)(i), subject to a nine million dollar (US$ 9,000,000) cap on the amount of such liabilities, which amount shall include any liabilities set forth in Section 2.1(j)(ii); and
(ii) any and all Liabilities of IMS under the Indemnity and Joint Defense Agreement or otherwise related to the IRI Action, including legal fees and expenses related thereto, shall be allocated as to 50% to IMS and as to 50% to ST, subject to a nine million dollar (US$ 9,000,000) cap on the amount of such liabilities, which amount shall include any liabilities set forth in Section 2.1(j)(i); PROVIDED, HOWEVER, that ST’s obligation to reimburse IMS shall be triggered by any payments made by IMS and not a determination of liability under the terms of the Indemnity and Joint Defense Agreement.
Certain Contingencies. For purposes of this Agreement, including Article III hereof, each of IMS HEALTH and the Corporation agrees that:
(i) notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, each of the Corporation and IMS HEALTH shall be liable for a portion of the liabilities related to certain prior business transactions to the extent and in the circumstances described in Schedule 2.1(j)(i);
(ii) any and all Liabilities of Cognizant under the Indemnity and Joint Defense Agreement or otherwise related to the IRI Action, including legal fees and expenses related thereto, shall be allocated 75% to the IMS HEALTH Group (and thereby become IMS HEALTH Liabilities hereunder) and 25% to the NMR Group (and thereby become NMR Liabilities hereunder); provided that any such legal fees and expenses incurred prior to January 1, 1999 shall be IMS HEALTH Liabilities and not NMR Liabilities; and provided further that the aggregate amount of NMR Liabilities under Section 2.1(j)(i) and this Section 2.1(j)(ii) shall be limited to $125 million, and any amounts in excess of $125 million shall be IMS HEALTH Liabilities; and
(iii) notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, each of the Corporation and IMS HEALTH agree that the Corporation's interests in certain prior business transactions described on Schedule 2.1(j)(i) of the 1996 Distribution Agreement shall be held by IMS HEALTH or a member of the IMS HEALTH Group and not by NMR or any member of the NMR Group and any rights or Liabilities arising in connection with such interests and any transactions relating thereto shall be IMS HEALTH rights and Liabilities and not NMR rights and Liabilities.
Certain Contingencies. (a) If the contingency contemplated by Section 3.6, 3.7(b) or 3.7
Certain Contingencies. (1) a Final Determination with respect to the interest referred to in clause (e) of Schedule 2.1(j)(i) or any transaction relating thereto, (2) the mutual written agreement of each of the Corporation and New D&B and (3) the date on which the chief tax officer of New D&B determines, based on the advice of outside counsel selected by New D&B from the list set forth on Schedule 2.1(j)(iii), not to take the tax deductions attributable to any interest or transaction referred to in clause (e) of Schedule 2.1(j)(i) due to a change in controlling law after the date hereof or other tax-related circumstances, the Corporation shall reimburse New D&B in cash, in immediately available funds, within ten Business Days after delivery by New D&B of notice of any of the events set forth in clauses (1), (2) and (3), an amount equal to the present value (at a discount rate of __%) of 50% of the anticipated Tax Benefits referred to in Schedule 2.1(j)(ii) with respect to the period from and after the date of notice of a Trigger Event is received by the Corporation, subject to the written agreement by New D&B not to claim or take any deduction with respect to such anticipated Tax Benefits. For purposes of this Section 2.1(j), the terms "Tax Benefit," and "Tax Return" shall have the meanings as defined in the Tax Allocation Agreement.
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)(i) 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 Moody's or any member of the Moody's Group. Each of the Corporation and New D&B agrees to assume 50% of any and all Liabilities (including, without limitation, the disallowance of any deduction taken, whether before or after the Effective Time, with respect to any interest or transaction referred to in Schedule 2.1(j)(i)) 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). Upon the earliest of (a "Trigger Event")
Certain Contingencies. 25 3.6 Increased Capital Requirements; Tax............................26 3.7 Special Provisions for LIBOR Rate Advances.....................27 3.
Certain Contingencies. For purposes of this Agreement, including Article III hereof, each of IMS HEALTH and the Corporation agrees that:
Certain Contingencies. 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.