Common use of Certain Post-Distribution Transactions Clause in Contracts

Certain Post-Distribution Transactions. (i) The Corporation shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, the Corporation will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code. (i) IMS HEALTH shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, IMS HEALTH will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code. (c) The Corporation agrees that until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977 - 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any Cognizant Common Stock (other than as described in Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in the Corporation, unless prior to taking such action the Corporation has obtained (and provided to IMS HEALTH) a written opinion of a law firm reasonably acceptable to IMS HEALTH, or a supplemental ruling from the Internal Revenue Service, that such action or actions will not result in (i) the Distribution failing to qualify under Section 355(a) of the Code or (ii) the IMS HEALTH Common Shares failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code. (d) Notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, if the Corporation or IMS HEALTH (or any of their respective Subsidiaries) fails to comply with any of its obligations under Sections 2.10(a), 2.10(b) and 2.10(c) above or takes or fails to take any action on or after the Distribution Date, and such failure to comply, action or omission contributes to a determination that (i) the Distribution fails to qualify under Section 355(a) of the Code or (ii) the IMS HEALTH Common Shares fail to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code, then such party shall indemnify and hold harmless the other party and each member of the consolidated group of which the other party is a member from and against any and all federal, state and local taxes, including any interest, penalties or additions to tax, imposed upon or incurred by such other party, any member of its group or any stockholder of either party as a result of the failure of the Distribution to qualify under Section 355(a) of the Code or the application of Section 355(e). The obligation of the Corporation to indemnify IMS HEALTH pursuant to the preceding sentence shall not be affected by the delivery of any legal opinion or supplemental ruling under Section 2.10(c).

Certain Post-Distribution Transactions. (a) (i) The Corporation IMS shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service XxXxxxxxx, Will & Xxxxx in connection with the request by the Corporation IMS for a ruling letter legal opinion in respect of the Distribution as to certain tax aspects of the Distribution Distribution, and (ii) until two years after the Distribution Date, the Corporation IMS will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code. (b) (i) IMS HEALTH ST shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service XxXxxxxxx, Will & Xxxxx in connection with the request by the Corporation IMS for a ruling letter legal opinion in respect of the Distribution as to certain tax aspects of the Distribution Distribution, and (ii) until two years after the Distribution Date, IMS HEALTH ST will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code. (c) The Corporation ST agrees that that, until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977 - — 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any Cognizant ST Common Stock Shares (other than as described in Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in the CorporationST, unless prior to taking such action the Corporation ST has obtained (and provided to IMS HEALTHIMS) a written opinion of a law firm reasonably acceptable to IMS HEALTHIMS, or a supplemental ruling from the Internal Revenue Service, that such action or actions will not result in (iy) the Distribution failing to qualify under Section 355(a) of the Code or (iiz) the IMS HEALTH ST Common Shares failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code. (d) ST agrees and covenants: (i) that it will use its commercially reasonable best efforts to ensure that IMS will incur no liability under the IMS Bank Guaranty or other credit support provided by IMS; (ii) that it will use its commercially reasonable best efforts to secure an independent line of credit within the three month period subsequent to the Distribution Date that satisfies all of ST’s then projected working capital requirements as a going concern without IMS credit support of any kind; (iii) that it will perform and be bound by all covenants set forth in the IMS Bank Guaranty; and (iv) that, notwithstanding anything to the contrary herein or in any Ancillary Agreement, any and all fees and costs incurred by either party in connection with the IMS Bank Guaranty, or other credit support provided by IMS, and the pursuit of an independent line of credit by ST will be borne by ST. (e) Notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, if the Corporation IMS or IMS HEALTH ST (or any of their respective Subsidiaries) fails to comply with any of its obligations under Sections 2.10(a2.11(a), 2.10(b2.11(b), 2.11(c) and 2.10(c2.11(d) above (PROVIDED, HOWEVER, that the obligation of ST to indemnify IMS under this Section 2.11(e) shall not be affected if, despite ST’s commercially reasonable best efforts, (y) IMS incurs liability under the IMS Bank Guaranty or other credit support provided by IMS or (z) ST fails to secure an independent line of credit within the three month period subsequent to the Distribution Date) or takes or fails to take any action on or after the Distribution Date, and such failure to comply, action or omission contributes to a determination that (i) the Distribution fails to qualify under Section 355(a) of the Code or (ii) the IMS HEALTH ST Common Shares fail to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code, then such party shall indemnify and hold harmless the other party and party, each member of the consolidated group of which the other party is a member and the stockholders of either party from and against any and all federal, state and local taxes, including any interest, penalties or additions to tax, imposed upon or incurred by such other party, any member of its group or any stockholder of either party as a result of the failure of the Distribution to qualify under Section 355(a) of the Code or the application of Section 355(e). The obligation of the Corporation ST to indemnify IMS HEALTH pursuant to the preceding sentence shall not be affected by the delivery of any legal opinion or supplemental ruling under Section 2.10(cSections 2.11(c).

Certain Post-Distribution Transactions. (i) The Corporation IMS shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service XxXxxxxxx, Will & Xxxxx in connection with the request by the Corporation IMS for a ruling letter legal opinion in respect of the Distribution as to certain tax aspects of the Distribution Distribution, and (ii) until two years after the Distribution Date, the Corporation IMS will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code. (i) IMS HEALTH ST shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service XxXxxxxxx, Will & Xxxxx in connection with the request by the Corporation IMS for a ruling letter legal opinion in respect of the Distribution as to certain tax aspects of the Distribution Distribution, and (ii) until two years after the Distribution Date, IMS HEALTH ST will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code. (c) The Corporation ST agrees that that, until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977 - 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any Cognizant ST Common Stock Shares (other than as described in Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in the CorporationST, unless prior to taking such action the Corporation ST has obtained (and provided to IMS HEALTHIMS) a written opinion of a law firm reasonably acceptable to IMS HEALTHIMS, or a supplemental ruling from the Internal Revenue Service, that such action or actions will not result in (iy) the Distribution failing to qualify under Section 355(a) of the Code or (iiz) the IMS HEALTH ST Common Shares failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code. (d) ST agrees and covenants: (i) that it will use its commercially reasonable best efforts to ensure that IMS will incur no liability under the IMS Bank Guaranty or other credit support provided by IMS; (ii) that it will use its commercially reasonable best efforts to secure an independent line of credit within the three month period subsequent to the Distribution Date that satisfies all of ST's then projected working capital requirements as a going concern without IMS credit support of any kind; (iii) that it will perform and be bound by all covenants set forth in the IMS Bank Guaranty; and (iv) that, notwithstanding anything to the contrary herein or in any Ancillary Agreement, any and all fees and costs incurred by either party in connection with the IMS Bank Guaranty, or other credit support provided by IMS, and the pursuit of an independent line of credit by ST will be borne by ST. (e) Notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, if the Corporation IMS or IMS HEALTH ST (or any of their respective Subsidiaries) fails to comply with any of its obligations under Sections 2.10(a2.11(a), 2.10(b2.11(b), 2.11(c) and 2.10(c2.11(d) above (PROVIDED, HOWEVER, that the obligation of ST to indemnify IMS under this Section 2.11(e) shall not be affected if, despite ST's commercially reasonable best efforts, (y) IMS incurs liability under the IMS Bank Guaranty or other credit support provided by IMS or (z) ST fails to secure an independent line of credit within the three month period subsequent to the Distribution Date) or takes or fails to take any action on or after the Distribution Date, and such failure to comply, action or omission contributes to a determination that (i) the Distribution fails to qualify under Section 355(a) of the Code or (ii) the IMS HEALTH ST Common Shares fail to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code, then such party shall indemnify and hold harmless the other party and party, each member of the consolidated group of which the other party is a member and the stockholders of either party from and against any and all federal, state and local taxes, including any interest, penalties or additions to tax, imposed upon or incurred by such other party, any member of its group or any stockholder of either party as a result of the failure of the Distribution to qualify under Section 355(a) of the Code or the application of Section 355(e). The obligation of the Corporation ST to indemnify IMS HEALTH pursuant to the preceding sentence shall not be affected by the delivery of any legal opinion or supplemental ruling under Section 2.10(cSections 2.11(c).

Certain Post-Distribution Transactions. (i) The Corporation IMS shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service XxXxxxxxx, Will & Xxxxx in connection with the request by the Corporation IMS for a ruling letter legal opinion in respect of the Distribution as to certain tax aspects of the Distribution Distribution, and (ii) until two years after the Distribution Date, the Corporation IMS will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code. (i) IMS HEALTH ST shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service XxXxxxxxx, Will & Xxxxx in connection with the request by the Corporation IMS for a ruling letter legal opinion in respect of the Distribution as to certain tax aspects of the Distribution Distribution, and (ii) until two years after the Distribution Date, IMS HEALTH ST will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code. (c) The Corporation ST agrees that until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977 - 1977-2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any Cognizant ST Common Stock Shares (other than as described in Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in the CorporationST, unless prior to taking such action the Corporation ST has obtained (and provided to IMS HEALTHIMS) a written opinion of a law firm reasonably acceptable to IMS HEALTHIMS, or a supplemental ruling from the Internal Revenue Service, that such action or actions will not result in (iy) the Distribution failing to qualify under Section 355(a) of the Code or (iiz) the IMS HEALTH ST Common Shares failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code. (d) ST agrees and covenants that it will use its commercially reasonable best efforts to ensure that: (i) IMS will incur no liability under the IMS Bank Guaranty; and (ii) any bank providing credit support to ST under the Letter of Credit will incur no liability. (e) ST agrees and covenants that it will use its commercially reasonable best efforts to secure an independent line of credit within the two month period subsequent to the Distribution Date that satisfies all of ST's working capital requirements as a going concern without IMS credit support of any kind. (f) Notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, if the Corporation IMS or IMS HEALTH ST (or any of their respective Subsidiaries) fails to comply with any of its obligations under Sections 2.10(a2.11(a), 2.10(b2.11(b), 2.11(c), 2.11(d) and 2.10(c2.11(e) above or takes or fails to take any action on or after the Distribution Date, and such failure to comply, action or omission contributes to a determination that (i) the Distribution fails to qualify under Section 355(a) of the Code or (ii) the IMS HEALTH ST Common Shares fail to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code, then such party shall indemnify and hold harmless the other party and party, each member of the consolidated group of which the other party is a member and the stockholders of either party from and against any and all federal, state and local taxes, including any interest, penalties or additions to tax, imposed upon or incurred by such other party, any member of its group or any stockholder of either party as a result of the failure of the Distribution to qualify under Section 355(a) of the Code or the application of Section 355(e). The obligation of the Corporation ST to indemnify IMS HEALTH pursuant to the preceding sentence shall not be affected by the delivery of any legal opinion or supplemental ruling under Section 2.10(cSections 2.11(c), 2.11(d) or 2.11(e).