New D&B definition
Examples of New D&B in a sentence
Corporation and New D&B have determined that it is necessary and desirable to allocate and assign responsibility for certain employee benefit matters in respect of such entities on and after the Effective Time (as defined herein).
After the Distribution Date, each of the Corporation and New D&B will exercise good faith commercially reasonable efforts to consummate as promptly as practicable all other transactions which must be consummated in order fully to complete the Distribution and any of the transactions contemplated hereby or by any of the Ancillary Agreements.
New D&B may discharge its administrative responsibilities under this Section 7.3 by contracting for the provision of services by independent parties.
New D&B shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the subject matter of any claims constituting New D&B Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by New D&B whether or not the privileged information is in the possession of or under the control of the Corporation or New D&B.
Prior to the Effective Time, New D&B shall assume and become the sponsor of the Corporation Long-Term Disability Plan and New D&B shall be substituted for Corporation in the Corporation Master Welfare Plan Trust Agreement.
The Corporation and New D&B shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding and each shall execute and deliver such powers of attorney and other documents and make available such information and documents as are necessary to carry out the intent of this Agreement.
This Agreement may be terminated, amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of the Corporation without the approval of New D&B or the stockholders of the Corporation.
The New D&B Group shall be responsible for all COBRA coverage for any other Corporation Employee and his or her covered dependents who participated in a Corporation Employee Benefit Welfare Plan and who had or have a loss of health care coverage due to a qualifying event occurring prior to the Effective Time.
The term "New D&B Liabilities" in that Article shall be read to include all Liabilities assumed or retained by the New D&B Group pursuant to this Agreement.
Without limiting the foregoing, the Corporation and New D&B shall use their commercially reasonable efforts promptly to obtain all consents and approvals, to enter into all amendatory agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, all applicable governmental and regulatory filings.