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 and Seller shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each TE with respect to claims incurred by such employees or their covered dependents prior to the Closing Date. For purposes of this paragraph, a medical claim shall be deemed incurred when the services that are the subject of such claim are performed. Claims incurred by any TE under any applicable workers' compensation legislation shall if incurred prior to the Closing Date, be the sole responsibility and liability of Cognizant and the Seller. Seller and Cognizant shall be responsible for all legally mandated continuation of health care coverage for any former TE and
Cognizant. Audit Office Template (CAOT): This template is designed to capture relevant information concerning (1) the specific location (address or addresses for prime and proposed major subcontractors and minor subcontractors as appropriate) where auditable cost information physically resides that supports amounts proposed;
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 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
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.
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).
Cognizant. Cognizant represents, warrants and covenants that:
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:
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.
