the Cognizant Policies Clause Samples

the Cognizant Policies. The ACNielsen Assets shall include (i) any and all rights of an insured party under each of the ACNielsen Shared Policies, subject to the terms of such ACNielsen Shared Policies and any limitations or obligations of ACNielsen contemplated by this Article VII, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Distribution Date by any party 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, the conduct of the D&B Business or the Cognizant Business, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such ACNielsen Shared Policies; provided, however, that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such ACNielsen Shared Policies, or any of them, to ACNielsen, and (ii) the ACNielsen Policies.