END OF EACH FISCAL YEAR OF IMS HEALTH,
CONSOLIDATED STATEMENTS OF INCOME, CASH FLOWS AND STOCKHOLDERS' EQUITY OF IMS
HEALTH AND ITS CONSOLIDATED SUBSIDIARIES OF SUCH YEAR AND THE RELATED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT THE END OF SUCH YEAR, SETTING
FORTH IN EACH CASE IN COMPARATIVE FORM THE CORRESPONDING CONSOLIDATED FINANCIAL
STATEMENTS FOR THE PRECEDING FISCAL YEAR, AND ACCOMPANIED BY AN UNQUALIFIED
OPINION THEREON OF PRICEWATERHOUSECOOPERS LLP OR ANY OTHER INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING, WHICH OPINION SHALL STATE
THAT SAID CONSOLIDATED FINANCIAL STATEMENTS FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF IMS
HEALTH AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE END OF, AND FOR, SUCH FISCAL
YEAR;
(III)
PROMPTLY UPON THEIR BECOMING AVAILABLE,
COPIES OF ALL REGISTRATION STATEMENTS AND REGULAR PERIODIC REPORTS (OTHER THAN
REGISTRATION STATEMENTS FILED ON FORM S-8 AND PRICING SUPPLEMENTS), IF ANY,
WHICH IMS HEALTH SHALL HAVE FILED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION (OR ANY GOVERNMENTAL AUTHORITY SUBSTITUTED THEREFOR) OR ANY NATIONAL
SECURITIES EXCHANGE; AND
(IV)
PROMPTLY UPON THE MAILING THEREOF TO THE
SHAREHOLDERS OF IMS HEALTH GENERALLY, COPIES OF ALL REPORTS AND PROXY STATEMENTS
SO MAILED.
IMS Health will be deemed to have complied with the requirements of
Section 8(a)(i) hereof if within 50 days after the end of each quarter (other
than the final quarter) of each of its fiscal years, a copy of IMS Health's
Form 10-Q as filed with the Securities and Exchange Commission with respect to
such quarter is furnished to each Class A Limited Partner, and IMS Health will
be deemed to have complied with the requirements of Section 8(a)(ii) hereof if
within 95 days after the end of each of its fiscal years, a copy of IMS Health's
Annual Report and Form 10-K as filed with the Securities
10
and Exchange Commission with respect to such year is furnished to each Class A
Limited Partner.
(B)
CORPORATE EXISTENCE, ETC.
IMS HEALTH WILL,
AND WILL CAUSE EACH OF ITS MATERIAL SUBSIDIARIES TO: (I) PRESERVE AND MAINTAIN
ITS LEGAL EXISTENCE AND MAINTAIN ITS GOOD STANDING IN THE JURISDICTION OF ITS
INCORPORATION OR ORGANIZATION AND IN EACH OTHER JURISDICTION IN WHICH THE
FAILURE TO DO SO COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT
ON THE FINANCIAL CONDITION OF IMS HEALTH AND ITS MATERIAL SUBSIDIARIES, TAKEN AS
A WHOLE (PROVIDED THAT NOTHING IN THIS SECTION 8(B) SHALL PROHIBIT ANY
TRANSACTION EXPRESSLY PERMITTED UNDER SECTION 8(D) HEREOF); (II) COMPLY IN ALL
MATERIAL RESPECTS WITH THE REQUIREMENTS OF ALL APPLICABLE LEGAL RESTRICTIONS
OTHER THAN THOSE THE NON-COMPLIANCE WITH WHICH WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT ON THE BUSINESS, PROPERTY, CONDITION (FINANCIAL OR OTHERWISE) OF IMS
HEALTH AND ITS MATERIAL SUBSIDIARIES, TAKEN AS A WHOLE; AND (III) PAY AND
DISCHARGE ALL TAXES IMPOSED ON IT OR ON ITS INCOME OR PROFITS OR ON ANY OF ITS
PROPERTY PRIOR TO THE DATE ON WHICH PENALTIES ATTACH THERETO, EXCEPT FOR ANY
SUCH TAX THE PAYMENT OF WHICH IS