Certain Contingencies. (i) ACNielsen and Cognizant shall observe and comply with the provisions of Schedule 2.1(j)(i) pursuant to which, under the circumstances described therein, certain contributions to the capital of ACNielsen may be made.
Certain Contingencies. For purposes of this Agreement, including Article III hereof, each of ST and IMS agrees that:
Certain Contingencies. For purposes of this Agreement, including Article III hereof, each of IMS HEALTH and the Corporation agrees that:
Certain Contingencies. Notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, on or prior to the Distribution Date, each of the Corporation and New D&B agree to take all actions necessary to cause the Corporation's interests in certain prior business transactions set forth in Schedule 2.1(j) to be transferred to New D&B or a member of the New D&B Group, and each of the Corporation and New D&B agree that any rights with respect thereto shall be held by New D&B or a member of the New D&B Group and not by RHD or any member of the RHD Group and any Liabilities arising in connection with such interests and any transactions relating thereto (including, without limitation, any Liabilities for Taxes of any member of the Pre-Distribution D&B Group (as defined in the Tax Allocation Agreement) imposed by reason of audit adjustment or otherwise) shall be New D&B Liabilities and not RHD Liabilities.
Certain Contingencies. (a) If the contingency contemplated by Section 3.6, 3.7(b) or 3.7(c) should occur, the Borrower may at any time after receipt of such notice, and as long as the circumstances giving rise to the relevant claim continue, require the Banks to terminate upon not less than thirty days' notice the participation agreement with such participant, unless such participant has waived any claim to payment under those provisions.
Certain Contingencies. Notwithstanding anything in Article XI to the contrary, in the event that:
Certain Contingencies. 25 3.6 Increased Capital Requirements; Tax............................26 3.7 Special Provisions for LIBOR Rate Advances.....................27 3.
Certain Contingencies. Parent and the Company shall have obtained the following:
Certain Contingencies. Notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, on or prior to the Distribution Date, each of the Corporation and New D&B agree to take all actions necessary to cause the Corporation's interests in certain prior business transactions set forth in Schedule 2.1(j)(i) to be transferred to New D&B or a member of the New D&B Group, and each of the Corporation and New D&B agree that any rights with respect thereto shall be held by New D&B or a member of the New D&B Group and not by Moody's or any member of the Moody's Group. Each of the Corporation and New D&B agrees to assume 50% of any and all Liabilities (including, without limitation, the disallowance of any deduction taken, whether before or after the Effective Time, with respect to any interest or transaction referred to in Schedule 2.1(j)(i)) arising in connection with such interests and any transactions relating thereto (including, without limitation, any Liabilities for Taxes of any member of the Pre-Distribution D&B Group (as defined in the Tax Allocation Agreement) imposed by reason of audit adjustment or otherwise). Upon the earliest of (a "Trigger Event") (1) a Final Determination with respect to the interest referred to in clause (e) of
Certain Contingencies. If circumstances arise which would (or would upon the giving of notice) entitle a Bank to receive additional payments pursuant to Section 3.6, 3.7(b) or 3.7(c), then the Bank shall promptly,
