(EXCEPT SUCH TERMS, COVENANTS OR OBLIGATIONS AS ARE DESCRIBED IN CLAUSE (I)
ABOVE) UNDER (A) THIS AGREEMENT (EXCEPT FOR SPECIFIC VIOLATIONS THE CURE PERIODS
FOR WHICH ARE SPECIFICALLY PROVIDED FOR AS NOTICE EVENTS HEREUNDER), (B) THE
2003 IMS HEALTH LEASE, (C) THE IMS HEALTH GUARANTY, IN EACH CASE IF SUCH FAILURE
UNDER EITHER CLAUSE (I) OR CLAUSE (II) OF THIS SECTION 14.01(B) IS NOT CURED
WITHIN THIRTY (30) DAYS OF A RESPONSIBLE OFFICER OBTAINING ACTUAL KNOWLEDGE OF
SUCH FAILURE;
(C)
THE FAILURE OF THE PARTNERSHIP TO
DISTRIBUTE TO EACH CLASS A LIMITED PARTNER IN IMMEDIATELY AVAILABLE FUNDS ON THE
LAST BUSINESS DAY OF EACH FISCAL QUARTER AN AMOUNT EQUAL TO THE REMAINDER, IF
ANY, OF (I) THE CUMULATIVE PRIORITY RETURN OF SUCH CLASS A LIMITED PARTNER FROM
JULY 1, 2003 TO THE LAST BUSINESS DAY OF THE FISCAL QUARTER DURING WHICH SUCH
DISTRIBUTION IS MADE, MINUS (II) ALL PRIOR DISTRIBUTIONS TO SUCH CLASS A LIMITED
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PARTNER PURSUANT TO SECTION 4.01 HEREOF, IF SUCH FAILURE IS NOT CURED WITHIN TEN
(10) BUSINESS DAYS OF RECEIPT BY THE GENERAL PARTNER OF NOTICE THEREOF;
(D)
THE BANKRUPTCY OF THE PARTNERSHIP, THE
GENERAL PARTNER OR IMS HEALTH; AND
(E)
AN IMS HEALTH EVENT SHALL OCCUR.
SECTION 14.02.
LIQUIDATION NOTICE.
At any time on or after the occurrence of a Notice Event, each Class A Limited
Partner may elect to cause such Notice Event to result in a Liquidating Event by
delivering to the General Partner a notice (a "Liquidation Notice") of such
election; provided that: (i) such Notice Event shall not result in a Liquidating
Event until the expiration of ten (10) Business Days following such delivery,
(ii) such Class A Limited Partner may rescind such Liquidation Notice by
delivering to the General Partner a notice prior to such tenth (10th) Business
Day, and (iii) a Liquidation Notice automatically will be deemed rescinded upon
the election within such ten (10) Business Day period by any one or more of the
IMS Health Partners pursuant to the Purchase Option to purchase all Class A
Limited Partners' Interests.
SECTION 14.03.
ELECTING PARTNERS' PURCHASE OPTION.
(A)
ELECTION OF PURCHASE OPTION.
ANY ONE OR
MORE OF THE IMS HEALTH PARTNERS OR THEIR DESIGNEES (REFERRED TO IN THIS
SECTION 14.03 AS THE "ELECTING PARTNERS") MAY ELECT PURSUANT TO A PURCHASE
OPTION (THE "PURCHASE OPTION") TO PURCHASE THE CLASS A LIMITED PARTNERS' ENTIRE
INTERESTS IN SUCH PROPORTIONS AS THEY SHALL AGREE (I) WITHIN THE TEN (10)
BUSINESS DAY PERIOD PRIOR TO THE EFFECTIVENESS OF ANY LIQUIDATION NOTICE
DELIVERED TO THE GENERAL PARTNER PURSUANT TO SECTION 14.02 HEREOF, OR (II) AT
ANY TIME AFTER JUNE 30, 2006 UPON TEN (10) BUSINESS DAYS' PRIOR NOTICE (THE
"ELECTION NOTICE").
THE DAY ON WHICH A LIQUIDATION NOTICE IS DELIVERED TO THE
GENERAL PARTNER SHALL BE THE "ELECTION DATE," PROVIDED THAT, IF NO LIQUIDATION
NOTICE HAS BEEN DELIVERED, THE DAY ON WHICH THE ELECTION NOTICE IS GIVEN SHALL
BE THE "ELECTION DATE."
AN ELECTION NOTICE GIVEN PURSUANT TO THIS SECTION 14.03
SHALL BE