Cogint definition
Examples of Cogint in a sentence
Each Stockholder (to the extent permitted by applicable Law) shall take all necessary actions within its power to cause Cogint to comply with the provisions of this Agreement.
No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust, agreement or arrangement of any kind with any Person with respect to any Equity Securities of Cogint Beneficially Owned by it if and to the extent the terms thereof conflict with the provisions of this Agreement (whether or not such proxy, voting trust, agreements or arrangements are with other Stockholders or holders of Equity Securities that are not parties to this Agreement or otherwise).
The obligations of any Principal Stockholder under this Section 2.1(a) shall terminate upon the sale or transfer of such Principal Stockholder’s shares of Cogint Common Stock to a third party who is not an Affiliate of such Stockholder.
Subject to the preceding sentence, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns, provided that it will not be binding upon any third-party transferee of any Stockholder’s shares of Cogint Common Stock or RV Common Stock who is not an Affiliate of such Stockholder.
Cogint and SpinCo shall retain or cause to be retained all Tax Returns, schedules and work papers, and all material records or other documents relating thereto in their possession, in each case that relate to a Pre-Closing Period, until the later of the six-year anniversary of the filing of the relevant Tax Return or, upon the written request of the other Party, for a reasonable time thereafter (the “Retention Period”).
Cogint and SpinCo acknowledge and agree that the parties will cooperate with each other and with third-party providers to effect withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient, and appropriate manner.
Subject to Section 3.03, SpinCo shall pay, and shall indemnify and hold the Cogint Group harmless from and against, without duplication, (a) all SpinCo Taxes, (b) all Taxes incurred by Cogint or any Cogint Entity arising out of, attributable to, or resulting from the breach by SpinCo of any of its covenants hereunder, and (c) any out-of-pocket costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses).
If any disclosures are made to any member of the Cogint Group in connection with any services provided to a member of the SpinCo Group under this Agreement or any other Ancillary Agreement, then the SpinCo Confidential Information so disclosed shall be used only as required in connection with the receipt of such services.
Cogint and SpinCo shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 2.10.
Promptly following SpinCo’s receipt of such notice, SpinCo shall reimburse such amount to Cogint.