Common use of Notice Events Clause in Contracts

Notice Events. In the event that any of the following events ("Notice Events") shall occur, the Partners shall have the rights described in Section 14.02: (a) The occurrence of the 110th day prior to the fourth anniversary of the Closing Date; (b) The General Partner, DBI or D&B shall (i) fail to remain in substantial compliance with the terms, covenants and obligations required on its part to be performed or observed under Sections 5.04(a) and 5.04(b), or (ii) fail to perform or observe any 62 57 material term, covenant or obligation on its part to be performed or observed (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 Lease Agreement, or (C) the D&B 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 the Closing Date 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 Partner pursuant to Section 4.01, 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, DBI or D&B; and (e) A D&B Event shall occur.

Notice Events. In the event that any of the following events ("“Notice Events"”) shall occur, the Partners Members shall have the rights described in Section 14.0214.02 hereof: (a) The occurrence of the 110th day prior to the fourth anniversary of the Closing DateMay 6, 2009; (b) The General Partner, DBI Managing Member or D&B IMS Health shall (i) fail to remain in substantial compliance with the terms, covenants and obligations required on its part to be performed or observed under Sections 5.04(a) and 5.04(b)) hereof, or (ii) fail to perform or observe any 62 57 material term, covenant or obligation on its part to be performed or observed (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 Lease Agreement2006 IMS Health Lease, or (C) the D&B 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 Company to distribute to each Class A Limited Partner Member 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 Member from the Closing Date July 1, 2006 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 Partner Member pursuant to Section 4.014.01(a) hereof, if such failure is not cured within ten (10) Business Days of receipt by the General Partner Managing Member of notice thereof; (d) The Bankruptcy of the Partnership, Managing Member or the General Partner, DBI or D&BCompany; and (e) A D&B An IMS Health Event shall occur.

Notice Events. In the event that any of the following events ("“Notice Events"”) shall occur, the Partners Members shall have the rights described in Section 14.0214.02 hereof: (a) The occurrence of the 110th day prior to the fourth anniversary of the Closing DateMay 6, 2006; (b) The General Partner, DBI Managing Member or D&B IMS Health shall (i) fail to remain in substantial compliance with the terms, covenants and obligations required on its part to be performed or observed under Sections 5.04(a) and 5.04(b)) hereof, or (ii) fail to perform or observe any 62 57 material term, covenant or obligation on its part to be performed or observed (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 Lease Agreement2003 IMS Health Lease, or (C) the D&B 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 Company to distribute to each Class A Limited Partner Member 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 Member from the Closing Date 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 Partner Member pursuant to Section 4.014.01 hereof, if such failure is not cured within ten (10) Business Days of receipt by the General Partner Managing Member of notice thereof; (d) The Bankruptcy of the Partnership, Managing Member or the General Partner, DBI or D&BCompany; and (e) A D&B An IMS Health Event shall occur.

Notice Events. In the event that any of the following events ("“Notice Events"”) shall occur, the Partners shall have the rights described in Section 14.0214.02 hereof: (a) The occurrence of the 110th day prior to the fourth anniversary of the Closing DateMay 6, 2006; (b) The General Partner, DBI Partner or D&B IMS Health shall (i) fail to remain in substantial compliance with the terms, covenants and obligations required on its part to be performed or observed under Sections 5.04(a) and 5.04(b)) hereof, or (ii) fail to perform or observe any 62 57 material term, covenant or obligation on its part to be performed or observed (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 Lease Agreement2003 IMS Health Lease, or (C) the D&B 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 the Closing Date 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 Partner pursuant to Section 4.014.01 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, DBI Partner or D&BIMS Health; and (e) A D&B An IMS Health Event shall occur.