THE MINIMUM FUNDING
STANDARDS OF ERISA AND THE CODE WITH RESPECT TO EACH PLAN AND ARE IN COMPLIANCE
IN ALL MATERIAL RESPECTS WITH THE PRESENTLY APPLICABLE PROVISIONS OF ERISA AND
THE CODE, AND HAVE NOT INCURRED ANY LIABILITY TO THE PENSION BENEFIT GUARANTY
CORPORATION OR ANY PLAN OR MULTIEMPLOYER PLAN (OTHER THAN TO MAKE CONTRIBUTIONS
IN THE ORDINARY COURSE OF BUSINESS).
(F)
LITIGATION.
EXCEPT AS STATED IN IMS
HEALTH'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002 AND ON
ITS FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2003, THERE IS NO ACTION, SUIT OR
PROCEEDING PENDING AGAINST, OR TO THE BEST KNOWLEDGE OF IMS HEALTH, THREATENED
AGAINST OR AFFECTING, IMS HEALTH OR ANY OF ITS ASSETS, BEFORE OR BY ANY
GOVERNMENTAL AUTHORITY IN WHICH THERE IS A REASONABLE POSSIBILITY OF AN ADVERSE
DECISION WHICH WOULD (I) MATERIALLY ADVERSELY AFFECT THE BUSINESS, FINANCIAL
POSITION, RESULTS OF OPERATIONS OR PROSPECTS OF IMS HEALTH, OR (II) AFFECT THE
LEGALITY, VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY OTHER INVESTMENT
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
(G)
INVESTMENT COMPANY ACT.
NEITHER IMS HEALTH
NOR ANY OF ITS SUBSIDIARIES IS AN "INVESTMENT COMPANY", OR A COMPANY
"CONTROLLED" BY AN "INVESTMENT COMPANY", WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED.
(H)
PUBLIC UTILITY HOLDING COMPANY ACT.
NEITHER
IMS HEALTH NOR ANY OF ITS SUBSIDIARIES IS A "HOLDING COMPANY", OR AN "AFFILIATE"
OF A "HOLDING COMPANY" OR A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY", WITHIN
THE MEANING OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED.
(I)
OBLIGATIONS PARI PASSU.
THE OBLIGATIONS
OF IMS HEALTH UNDER THIS AGREEMENT DO RANK AND WILL RANK AT LEAST PARI PASSU IN
PRIORITY OF PAYMENT WITH ALL OTHER UNSECURED INDEBTEDNESS OF IMS HEALTH WHICH IS
NOT SUBJECT TO ANY SUBORDINATION PROVISIONS.
(J)
SOLVENCY.
IMS HEALTH WAS SOLVENT
IMMEDIATELY PRIOR TO THE EXECUTION OF THIS AGREEMENT AND WILL NOT, AS A RESULT
OF THE TRANSACTIONS CONTEMPLATED HEREBY, BE RENDERED INSOLVENT.
9
SECTION 8. COVENANTS.
IMS Health covenants and agrees that, until the payment by it in full of all
amounts payable by it hereunder, it will, unless the Indemnitee shall otherwise
consent in writing:
(A)
FINANCIAL STATEMENTS.
IMS HEALTH SHALL
DELIVER TO EACH CLASS A LIMITED PARTNER:
(I)
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN FIFTY (50) DAYS AFTER THE END OF EACH QUARTERLY FISCAL PERIOD (OTHER THAN
THE FINAL QUARTERLY PERIOD) OF EACH FISCAL YEAR OF IMS HEALTH, CONSOLIDATED
STATEMENTS OF INCOME AND CASH FLOWS OF IMS HEALTH AND ITS CONSOLIDATED
SUBSIDIARIES FOR SUCH PERIOD AND FOR THE PERIOD FROM THE BEGINNING OF THE
RESPECTIVE FISCAL YEAR TO THE END OF SUCH PERIOD, AND THE RELATED CONSOLIDATED
STATEMENT OF FINANCIAL POSITION AS AT THE END OF SUCH PERIOD, SETTING FORTH IN
EACH CASE IN COMPARATIVE FORM THE CORRESPONDING CONSOLIDATED FINANCIAL
STATEMENTS FOR THE CORRESPONDING PERIOD IN THE PRECEDING FISCAL YEAR;
(II)
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN NINETY-FIVE (95) DAYS AFTER THE