Common use of Post-Distribution Date Claims Clause in Contracts

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the Cognizant Business or, to the extent any claim is made against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the ACNielsen Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared Policies, D&B shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Policy, and shall further be deemed to assign, without need of further documentation, to Cognizant any and all rights of an insured party under such Cognizant Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(a) shall be deemed to constitute (or to reflect) an assignment of the Cognizant Shared Policies, or any of them, to Cognizant. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the ACNielsen Shared Policies, D&B shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen any and all rights of an insured party under such ACNielsen Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(b) shall be deemed to constitute (or to reflect) an assignment of the ACNielsen Shared Policies to ACNielsen.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the Cognizant Business or, to the extent any claim is made against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the ACNielsen Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared Policies, D&B shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Policy, and shall further be deemed 45 45 to assign, without need of further documentation, to Cognizant any and all rights of an insured party under such Cognizant Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(a) shall be deemed to constitute (or to reflect) an assignment of the Cognizant Shared Policies, or any of them, to Cognizant. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the ACNielsen Shared Policies, D&B shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen any and all rights of an insured party under such ACNielsen Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(b) shall be deemed to constitute (or to reflect) an assignment of the ACNielsen Shared Policies to ACNielsen.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against Cognizant ITT Destinations or any of its Subsidiaries (including, without limitation, where Cognizant ITT Destinations or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the Cognizant ITT Destinations Business or, to the extent any claim is made 35 35 against Cognizant ITT Destinations or any of its Subsidiaries (including, without limitation, where Cognizant ITT Destinations or its Subsidiaries are joint defendants with other persons), the conduct of the D&B ITT Industries Business or the ACNielsen ITT Hartford Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared Company Policies, D&B ITT Industries shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant ITT Destinations as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Company Policy, and shall further be deemed to assign, without need of further documentation, to Cognizant ITT Destinations any and all rights of an insured party under such Cognizant Shared Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(a7.02(a) shall be deemed to constitute (or to reflect) an assignment of the Cognizant Shared Company Policies, or any of them, to CognizantITT Destinations; provided further, however, that, with respect to those Company Policies set forth on Schedule 7.01(a) hereto for which ITT Destinations has payment obligations as reflected on such Schedule, ITT Destinations and its Subsidiaries shall only have the rights set forth under this Section 7.02(a) with respect to such Company Policies if such payment obligations have been satisfied by ITT Destinations at the relevant time as contemplated by Schedule 7.01(a). (b) If, subsequent to the Distribution Date, any person shall assert a claim against ACNielsen ITT Hartford or any of its Subsidiaries (including, without limitation, where ACNielsen ITT Hartford or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen ITT Hartford Business or, to the extent any claim is made against ACNielsen ITT Hartford or any of its Subsidiaries (including, without limitation, where ACNielsen ITT Hartford or its Subsidiaries are joint defendants with other persons), the conduct of the D&B ITT Industries Business or the Cognizant ITT Destinations Business, and which claim, suit, action, proceedingpro- 36 36 ceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one the Company Policy numbered 16 or more of the ACNielsen Shared Policies17 on Schedule 7.01(a) hereto, D&B ITT Industries shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen ITT Hartford as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Company Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen ITT Hartford any and all rights of an insured party under such ACNielsen Shared Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(b7.02(b) shall be deemed to constitute (or to reflect) an assignment of the ACNielsen Shared either of such Company Policies to ACNielsenITT Hartford; provided further, however, that, with respect to the Company Policy numbered 17 on Schedule 7.01(a) hereto, ITT Hartford and its Subsidiaries shall only have the rights set forth under this Section 7.02(b) with respect to such Company Policy if the payment obligations of ITT Hartford set forth in Schedule 7.01(a) with respect to such Policy have been satisfied by ITT Hartford at the relevant time as contemplated by Schedule 7.01(a).

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against Cognizant MFCI or any of its Subsidiaries (including, without limitation, where Cognizant MFCI or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the Cognizant Business or, to the extent any claim is made against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the ACNielsen MFCI Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared Company Policies, D&B RTI shall, at the time such claim is asserted, to the extent any such Company Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant MFCI as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Company Policy, and shall further be deemed to assign, without need of further documentation, to Cognizant MFCI any and all rights of an insured party under such Cognizant Shared Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, -------- ------- that nothing in this Section 7.2(a5.2(a) shall be deemed to constitute (or to reflect) an assignment of the Cognizant Shared Company Policies, or any of them, to CognizantMFCI. (b) If, subsequent to the Distribution Date, any person shall assert a claim against ACNielsen MHCI or any of its Subsidiaries (including, without limitation, where ACNielsen MHCI or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant MHCI Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the ACNielsen Shared Company Policies, D&B RTI shall, at the time such claim is asserted, to the extent such Company Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen MHCI as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Company Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen MHCI any and all rights of an insured party under such ACNielsen Shared Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, -------- however, that nothing in this Section 7.2(b5.2(b) shall be deemed to constitute (or ------- to reflect) an assignment of the ACNielsen Shared Policies such Company Policies, or any of them, to ACNielsenMHCI.

Post-Distribution Date Claims. (ai) If, on or subsequent to the Distribution Date, any person shall assert a claim against Cognizant Parent or any of its the Parent Subsidiaries (including, without limitation, where Cognizant Parent or its any of the Parent Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense Insurable Claim incurred or claimed to have been incurred on or prior to the Distribution Date in or in connection with the conduct of the Cognizant Business or, to the extent any claim is made against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the ACNielsen Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense Insurable Claim may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared PoliciesCommon Policies which is also a New ▇▇▇▇▇▇▇▇ Policy, D&B New ▇▇▇▇▇▇▇▇ shall, at the time such claim is asserted, to the extent any such Policy may require requires that any applicable Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, Cognizant Parent as the agent and attorney-in-in- fact to assert and to collect any related applicable Insurance Proceeds under such Cognizant Shared Common Policy, and shall further be deemed to assign, without need of further documentation, to Cognizant Parent any and all rights of an insured party under such Cognizant Shared Common Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(asubsection 3.06(b)(i) -------- ------- shall be deemed to constitute (or to reflect) an assignment of the Cognizant Shared such Common Policies, or any of them, to CognizantParent or any Parent Subsidiary. (bii) If, on or subsequent to the Distribution Date, any person shall assert a claim against ACNielsen New ▇▇▇▇▇▇▇▇ or any of its the New ▇▇▇▇▇▇▇▇ Subsidiaries (including, without limitation, where ACNielsen New ▇▇▇▇▇▇▇▇ or its any of the New ▇▇▇▇▇▇▇▇ Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense Insurable Claim incurred or claimed to have been incurred on or prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense Insurable Claim may arise out of an insured or insurable occurrence under one or more of the ACNielsen Shared PoliciesCommon Policies which is also a Parent Policy, D&B Parent shall, at the time such claim is asserted, to the extent any such Policy may require requires that any applicable Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen New ▇▇▇▇▇▇▇▇ as the agent and attorney-in-fact to assert and to collect any related applicable Insurance Proceeds under such ACNielsen Shared Common Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen New ▇▇▇▇▇▇▇▇ any and all rights of an insured party under such ACNielsen Shared Common Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(bsubsection 3.06(b)(ii) shall be -------- ------- deemed to constitute (or to reflect) an assignment of the ACNielsen Shared Policies such Common Policies, or any of them, to ACNielsenNew ▇▇▇▇▇▇▇▇ or any New ▇▇▇▇▇▇▇▇ Subsidiary.

Post-Distribution Date Claims. (a) If, subsequent to the Distribution Date, any person shall assert a claim against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the Cognizant Business or, to the extent any claim is made against Cognizant or any of its Subsidiaries (including, without limitation, where Cognizant or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the ACNielsen Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Cognizant Shared Policies, D&B shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further 43 43 documentation, Cognizant as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Cognizant Shared Policy, and shall further be deemed to assign, without need of further documentation, to Cognizant any and all rights of an insured party under such Cognizant Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(a) shall be deemed to constitute (or to reflect) an assignment of the Cognizant Shared Policies, or any of them, to Cognizant. (ba) If, subsequent to the Distribution Date, any person shall assert a claim against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ACNielsen Business or, to the extent any claim is made against ACNielsen or any of its Subsidiaries (including, without limitation, where ACNielsen or its Subsidiaries are joint defendants with other persons), the conduct of the D&B Business or the Cognizant Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the ACNielsen Shared Policies, D&B shall, at the time such claim is asserted, to the extent such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ACNielsen as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such ACNielsen Shared Policy, and shall further be deemed to assign, without need of further documentation, to ACNielsen any and all rights of an insured party under such ACNielsen Shared Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 7.2(b) shall be deemed to constitute (or to reflect) an assignment of the ACNielsen Shared Policies to ACNielsen.