Cognizant Sample Clauses
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Cognizant any subsequent Optionee and ACNielsen shall at all relevant times cooperate in good faith with respect to the Plan. Each such party will act in good faith in negotiating the allocation of Shared TAM Employees and Shared TAM Assets. For the period commencing on the date that the Optionee has given notice of the exercise of the Option and ending on the earlier of (i) the date the Optionee gives notice that it no longer desires to acquire the relevant ACNielsen TAM Business and (ii) the first anniversary of the TAM Acquisition Date, no party shall attempt to solicit for employment or otherwise influence any ACNielsen employee to accept employment with an employer other than the employer designated by the Plan for such employee. Prior to the exercise of the Option, ACNielsen may move employees from one business group to another or change an employee's job description in good faith in the ordinary course of business but may not do so with the purpose of adversely affecting (from the TAM Purchaser's perspective) the allocation of Shared TAM Employees pursuant to the Plan. Each of Cognizant and ACNielsen understand and acknowledge that the separation of Shared TAM Employees and Multiple Use Assets will cause disruption of and create expense for the ACNielsen TAM Business and other ACNielsen businesses. The parties further agree that the transition arrangements contained in the Plan regarding Shared TAM Employees and Multiple Use Assets shall be in accordance with Schedule 3.1
(a) and that the parties shall make a good faith effort to divide the potential disruption and expense to the ACNielsen TAM Business and the other ACNielsen businesses fairly and equitably. Each party acknowledges that such party may be required to hire additional personnel and replace Assets to enable its businesses to operate as going concerns after the TAM Acquisition.
Cognizant. Group shall establish a crisis management team at each Service Location and permit NAIC Group to designate individuals to participate as members of such team. The crisis management team shall meet quarterly and provide the minutes of such meeting to Cognizant Group. Upon NAIC Groups’ request, Cognizant shall designate members of the Service Delivery Organization to participate in NAIC Groups’ crisis management teams. In the event of a Force Majeure Event or Business Continuity Event, Cognizant Group shall implement its crisis management teams and cooperate with NAIC Groups’ crisis management teams.
Cognizant. Cognizant represents, warrants and covenants that:
(1) it is a corporation duly organized, validly existing and in good standing under the Laws of Delaware;
(2) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;
(3) the execution, delivery and performance of this Agreement by Cognizant has been duly authorized by Cognizant and shall not conflict with, result in a breach of or constitute a default under any other agreement to which Cognizant Group is a party or by which Cognizant Group is bound;
(4) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Cognizant Group’s ability to fulfill its obligations under this Agreement;
Cognizant. Cognizant shall defend, indemnify and hold harmless the NAIC Indemnified Parties from and against any Loss relating to a Claim by a third party against the NAIC Indemnified Parties:
(1) that the Cognizant Resources or use thereof infringes, or causes the infringement of, the proprietary rights of a third party, except to the extent such infringement is a result of: (a) use of the Cognizant Resources by NAIC Group in contravention of the Related Documentation or license granted to NAIC Group under Article 7 or an applicable SOW; (b) failure by NAIC Group to use new or corrected versions of such Cognizant Resources provided by Cognizant Group to NAIC Group with no additional charge (provided, however, that NAIC Group is notified that use of such new or corrected version is necessary to avoid infringement); (c) modifications made by NAIC Group or a NAIC Agent other than at the direction of Cognizant Group; (d) Cognizant Group complying with instructions, specifications or designs required or provided by NAIC Group where such compliance necessarily would give rise to such infringement; or (e) combination of the Cognizant Resources by NAIC Group or a NAIC Agent with products or systems other than those provided by, or authorized by, Cognizant Group;
(2) relating to any taxes, interest, penalties or other amounts assessed against NAIC Group that are the obligation of Cognizant Group pursuant to Article 10;
(3) relating to a breach of Section 8.01, Section 8.04, Article 13, Section 14.02 or Section 22.06 by Cognizant Group;
(4) relating to the inaccuracy, untruthfulness or breach of any representation or warranty made by Cognizant in Section 15.02(1), Section 15.02(2), Section 15.02(3), Section 15.02(4), Section 15.02(7), Section 15.02(9), Section 15.02(10), Section 15.02(11) or Section 15.02(12);
(5) relating to (a) injury or death of any person (including employees of Cognizant Group or NAIC Group, or customers of NAIC Group) or (b) the loss of or damage to any tangible property (including tangible property of the employees of Cognizant Group or NAIC Group, or customers of NAIC Group), in each case, resulting from the acts or omissions (including breach of contract) of Cognizant Group;
(6) by a Cognizant Agent, a member of the Service Delivery Organization or any third party to whom Cognizant Group owes a duty or obligation, except to the extent such claim is directly due to an act or omission of NAIC Group;
(7) relating to the gross negligence or willful misco...
Cognizant or any member of the Cognizant 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 if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of such balance sheet; and
Cognizant. Group shall update and amend the Procedures Manual from time to time in order to reflect all changes to Cognizant Group’s operations and the then-current Services and to include any additional Services; provided, however, that Cognizant Group shall not update or amend the Procedures Manual without prior notice to the NAIC Senior Executive and the NAIC Service Delivery Executives whose Services are impacted, and approval by such NAIC Service Delivery Executives. As a minimum, Cognizant Group shall make such updates and amendments (a) at the end of each quarter, (b) after a material Change is made to the Services, (c) prior to the Go-Live Date of a new Service, (d) at the same time a material Change is made to the Services that affects the Business Continuity Plan or Disaster Recovery Plan and (e) at any time upon NAIC Group’s request. Cognizant Group shall deliver such updated Procedures Manual to NAIC for NAIC approval within a reasonable time, but in any event within 10 days after the applicable Change, quarter, period or NAIC Group request, or such other period agreed upon by the Cognizant Service Delivery Executive and NAIC Senior Executive in writing or by electronic mail. – NAIC Confidential –
Cognizant. (1) Cognizant Group shall comply with all Laws (a) applicable to Cognizant Group, (b) applicable to Cognizant Group’s performance of the Services and (c) as necessary to keep NAIC Group in compliance with Laws with respect to the Services. Cognizant Group shall provide the Services to NAIC Group in compliance with all applicable Laws.
(2) NAIC Group may direct Cognizant Group on (a) the method of compliance with any Laws described in Section 14.02(1)(c) and (b) which Laws are applicable to Cognizant Group’s performance of the Services. Cognizant Group shall comply with all such direction.
(3) If Cognizant Group reasonably determines that performance of the Services requires an interpretation of any Law, Cognizant Group shall present to NAIC Group the issue for interpretation and NAIC Group shall provide such interpretation to Cognizant Group by notice signed by the applicable NAIC Senior Executive (or his or her designee) with respect to such issue. Cognizant Group shall be authorized to act and rely on, and shall promptly implement such NAIC Group interpretation in the performance and delivery of the Services. The Parties shall resolve questions of interpretation and shall implement the resulting NAIC Group interpretation on an expedited basis.
Cognizant. (1) Cognizant Group shall comply with all Laws (a) applicable to Cognizant Group, (b) applicable to Cognizant Group’s performance of the Services and (c) as necessary to keep NAIC Group in compliance with Laws with respect to the Services. Cognizant Group shall provide the Services to NAIC Group in compliance with all applicable Laws.
(2) NAIC Group may direct Cognizant Group on (a) the method of compliance with any Laws described in Section 14.02(1)(c) and (b) which Laws are applicable to Cognizant Group’s performance of the Services. Cognizant Group shall comply with all such direction.
(3) If Cognizant Group reasonably determines that performance of the Services requires an interpretation of any Law, Cognizant Group shall present to NAIC Group the issue for interpretation and NAIC Group shall provide such interpretation to Cognizant Group by notice signed by the applicable NAIC Senior Executive (or his or her designee) with respect to such issue. Cognizant Group shall be authorized to act and rely on, and shall promptly implement such NAIC Group interpretation in the performance and delivery of the Services. The Parties shall resolve questions of interpretation and shall implement the resulting NAIC Group interpretation on an expedited basis. – NAIC Confidential –
(4) Cognizant Group shall not be responsible for a failure to comply with a Law to the extent that Cognizant Group relies on, and complies with, NAIC Group’s direction pursuant to Section 14.02(2)(a) in respect of such Law or NAIC Group’s interpretation of such Law pursuant to Section 14.02(3).
(5) Cognizant Group shall provide NAIC Group (and NAIC Agents, NAIC Auditors, subject to Section 12.06, and any Governmental Authority, in each case, designated by the NAIC) access to any applicable information, Service Locations and members of the Service Delivery Organization as NAIC deems is necessary to confirm that Cognizant Group is in compliance with any Law applicable to NAIC Group and that are related to the Services.
(6) Subject to Section 14.02(7), if Cognizant Group is not in compliance with any Law with which it is required to comply pursuant to Section 14.02(1), then: (a) Cognizant Group shall promptly undertake such measures as NAIC Group shall require and which are necessary to establish compliance with the Law; (b) NAIC Group (or its designee) may, at Cognizant Group’s cost, undertake such measures as NAIC Group shall require and which are necessary to establish compliance with the Law;...
Cognizant shall assign and meet the required staffing and resource needs for its provision of its Services. If Client notifies Cognizant that it is dissatisfied with the services of any person supplied by Cognizant, Client shall provide Cognizant with a written description of such unsatisfactory services, and Cognizant shall try in good faith to promptly resolve any concerns. If Client continues to be dissatisfied with such person due to issues related to performance, workplace conduct, or behavior, Cognizant will remove that person from the situation and will assign another qualified person to Client’s work as soon as possible. Cognizant agrees to use commercially reasonable efforts to maintain consistency of project personnel (subject to personnel employment status, promotion, leave of absence) and commits that replacement staffing resources will have sufficient project knowledge, qualifications and experience, without additional cost to Client, in order to render services in accordance with this Agreement. In such a case, Cognizant will provide a replacement within a commercially reasonable time while preserving overall project timelines.
Cognizant. 45 Section 16.03 Indemnification Procedures. 46 Section 16.04 Contribution. 46