Verisk Analytics, Inc. (a Delaware corporation)Underwriting Agreement • June 5th, 2024 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Verisk Analytics, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and HSBC Securities (USA) Inc. (“HSBC”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and HSBC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of $600,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2034 (the “Securities”). The Securities will be issued pursuant to the Base Indenture, dated as of March 6, 2019 (the “Base Indenture”) between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a Supplemental Indenture, to be dated as
5.01 Existence, Qualification and Power 67 5.02 Authorization; No Contravention 67 5.03 Governmental Authorization; Other Consents 67 5.04 Binding Effect 67 5.05 Financial Statements; No Material Adverse Effect 68 5.06 Litigation 68 5.07 No Default 68...Credit Agreement • April 24th, 2015 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Agreement”) is entered into as of April 22, 2015, by and among VERISK ANALYTICS, INC., a Delaware corporation (“Verisk”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 19th, 2017 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Agreement”) is entered into as of April 22, 2015, by and among VERISK ANALYTICS, INC., a Delaware corporation (“Verisk”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 16th, 2019 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter, as amended by the First Amendment, dated as of July 24, 2015, the Second Amendment, dated as of May 26, 2016 and the Third Amendment, dated as of May 18, 2017 (the “Existing Credit Agreement”), and as it may be further from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Agreement”) is entered into as of April 22, 2015, by and among VERISK ANALYTICS, INC., a Delaware corporation (“Verisk”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 5th, 2023 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of April 22, 2015 (hereinafter, as amended by the First Amendment, dated as of July 24, 2015, the Second Amendment, dated as of May 26, 2016 and, the Third Amendment, dated as of May 18, 2017 and the Fourth Amendment, dated as of August 15, 2019 (the “Existing Credit Agreement”), and as it may be further from time to time amended, restated, amended and restated, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Agreement”) is entered into as of April 22, 2015,, by and among VERISK ANALYTICS, INC., a Delaware corporation (“Verisk”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
Verisk Analytics, Inc. (Delaware corporation) [•] Shares of Class A Common Stock PURCHASE AGREEMENTPurchase Agreement • September 23rd, 2010 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
The persons listed in Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Morgan Stanley & Co. Incorporated (“Morgan Stanley”), J.P. Morgan Securities LLC (“JPMorgan”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Morgan Stanley and JPMorgan are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by
Verisk Analytics, Inc. (Delaware corporation)Underwriting Agreement • December 2nd, 2011 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Verisk Analytics, Inc., a Delaware corporation (the “Company”), and each of the entities named on Schedule B hereto (the “Guarantors”) confirm their agreement with J.P. Morgan Securities LLC (“JPMorgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom JPMorgan and Merrill Lynch are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of $250,000,000 aggregate principal amount of the Company’s 4.875% Senior Notes due 2019 (the “Notes”). The Notes will be issued pursuant to a Base Indenture dated as of April 6, 2011 (the “Base Indenture”) among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (t
VERISK ANALYTICS, INC. as the Company and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Subordinated Notes Indenture Dated as of , 20[ ]Subordinated Notes Indenture • March 27th, 2017 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
SUBORDINATED NOTES INDENTURE, dated as of [•], 20[•], between Verisk Analytics, Inc., a Delaware corporation, as the Company (the “Company”) and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).
VERISK ANALYTICS, INC. as the Company and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Senior Notes Indenture Dated as of March 6, 2019Senior Notes Indenture • March 6th, 2019 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
SENIOR NOTES INDENTURE, dated as of March 6, 2019, between Verisk Analytics, Inc., a Delaware corporation, as the Company (the “Company”) , and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 25, 2011 among VERISK ANALYTICS, INC., and INSURANCE SERVICES OFFICE, INC., as the Co-Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other...Credit Agreement • October 26th, 2011 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Agreement”) is entered into as of October 25, 2011, by and among VERISK ANALYTICS, INC., a Delaware corporation (“Verisk”), and INSURANCE SERVICES OFFICE, INC., a Delaware corporation (“ISO”, and together with Verisk, the “Co-Borrowers”, and individually a “Co-Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 14, 2014 BY AND AMONG VERISK ANALYTICS, INC., INSURANCE SERVICES OFFICE, INC., ISO MERGER SUB I, INC., EAGLEVIEW TECHNOLOGY CORPORATION AND FORTIS ADVISORS LLC, AS THE STOCKHOLDERS’ REPRESENTATIVEMerger Agreement • January 14th, 2014 • Verisk Analytics, Inc. • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of the 14th day of January, 2014 by and among VERISK ANALYTICS, INC., a Delaware corporation (“Parent”), INSURANCE SERVICES OFFICE, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Buyer”), ISO MERGER SUB I, INC., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Acquisition Corporation”), EAGLEVIEW TECHNOLOGY CORPORATION, a Delaware corporation formerly known as Aerial Holding, Inc., (the “Company”), and FORTIS ADVISORS LLC, a Delaware limited liability company, as the representative of the Securityholders (the “Stockholders’ Representative”).
Verisk Analytics, Inc. (Delaware corporation)Underwriting Agreement • September 7th, 2012 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Verisk Analytics, Inc., a Delaware corporation (the “Company”), and each of the entities named on Schedule B hereto (the “Guarantors”) confirm their agreement with J.P. Morgan Securities LLC (“JPMorgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom JPMorgan and Merrill Lynch are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of $350,000,000 aggregate principal amount of the Company’s 4.125% Senior Notes due 2022 (the “Notes”). The Notes will be issued pursuant to a Base Indenture dated as of April 6, 2011 (the “Base Indenture”) among the Company, the guarantors party thereto and Wells Fargo Bank, National Association,
STOCK PURCHASE AGREEMENT dated as of January 21, 2022 by and among TAMARACK BUYER, L.L.C., VERISK ANALYTICS, INC. and 3E COMPANY ENVIRONMENTAL, ECOLOGICAL AND ENGINEERING (solely for the limited purpose set forth herein)Stock Purchase Agreement • January 24th, 2022 • Verisk Analytics, Inc. • Services-computer processing & data preparation • Delaware
STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of January 21, 2022 by and among Tamarack Buyer, L.L.C., a Delaware limited liability company (“Buyer”), Verisk Analytics, Inc., a Delaware corporation (“Seller”), and 3E Company Environmental, Ecological and Engineering, a Delaware corporation (“3E USA”) (in the case of 3E USA, solely for the purpose of this Agreement constituting a binding agreement between Seller and 3E USA to make the Section 336(e) Election as contemplated by Treasury Regulation Section 1.336-2(h)(1)(i) pursuant to Section 7.09(a) hereto).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 28th, 2015 • Verisk Analytics, Inc. • Services-computer processing & data preparation
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 24, 2015 (this “Amendment”), among Verisk Analytics, Inc., a Delaware corporation, as borrower (the “Borrower”) and the Lenders under the Credit Agreement (each as defined below) party hereto amends the Second Amended and Restated Credit Agreement, dated as of April 22, 2015, (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including all Schedules and Exhibits thereto, the “Credit Agreement”) by and among, inter alios, the Borrower, the lenders party thereto from time to time (hereinafter collectively referred to as the “Lenders”), Bank of America, N.A. (“Bank of America”), as swing line lender and letter of credit issuer (hereinafter, Bank of America, in its capacity as a letter of credit issuer, shall be referred to as the “L/C Issuer”) and Bank of America, as Administrative Agent for the Lenders (hereinafter, in such capacity, referred to as the “A
Re: Senior Unsecured Revolving Credit Facility in the current aggregate maximum principal amount of up to $725,000,000.00 – First AmendmentSenior Unsecured Revolving Credit Facility • September 28th, 2012 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Reference is hereby made to that certain Amended and Restated Credit Agreement dated October 25, 2011 (hereinafter referred to as the “Credit Agreement”) entered into by and among Verisk Analytics, Inc., a Delaware corporation, and Insurance Services Office, Inc., a Delaware corporation, as co-borrowers (hereinafter collectively referred to as the “Co-Borrowers”), certain lenders (hereinafter collectively referred to as the “Lenders”), Bank of America, N.A., as swing line lender and letter of credit issuer (hereinafter, Bank of America, in its capacity as letter of credit issuer, shall be referred to as “L/C Issuer”), Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A., as syndications agent, Morgan Stanley Bank, N.A. and Wells Fargo Bank, N.A., as co-documentation agents, and Bank of America, N.A., as Administrative Agent for the Lenders (hereinafter, in such capacity, referred to
SECOND AMENDMENT AND MODIFICATION AGREEMENTSecond Amendment and Modification Agreement • September 13th, 2010 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
THIS SECOND AMENDMENT AND MODIFICATION AGREEMENT (hereinafter referred to as this “Second Amendment”) is made this 19th day of April, 2010, by and among
Verisk Analytics, Inc. 545 Washington Boulevard Jersey City, New Jersey 07310 Ladies and Gentlemen:Underwriting Agreement • October 8th, 2008 • Verisk Analytics, Inc. • Services-computer processing & data preparation
The undersigned understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Verisk Analytics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Initial Public Offering”) by certain stockholders of the Company, of shares of Class A Common Stock, par value $0.001 per share, of the Company (the “Common Stock”).
ISO MASTER AGREEMENT — PROPERTY/CASUALTY INSURER January 2005 EditionIso Master Agreement • October 8th, 2008 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Agreement made this day of , 200 between Insurance Services Office, Inc., with offices at 545 Washington Boulevard, Jersey City, New Jersey 07310-1686 on behalf of itself, its subsidiaries and affiliates (“ISO”®) and having offices at and all its affiliates and subsidiaries that provide property/casualty insurance, unless excluded on an attached Schedule A (collectively referred to herein as “Licensee”).
AMENDMENT NO. 5 TO UNCOMMITTED MASTER SHELF AGREEMENTUncommitted Master Shelf Agreement • September 16th, 2010 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Reference is made to that certain Uncommitted Master Shelf Agreement, dated as of June 13, 2003 (as amended by Amendment No. 1 to Note Purchase and Master Shelf Agreement, dated as of February 1, 2005, Amendment No. 2 to Note Purchase and Master Shelf Agreement, dated as of June 13, 2005, Amendment No. 3 to Note Purchase and Master Shelf Agreement, dated as of January 23, 2006, Waiver and Amendment No. 4 to Uncommitted Master Shelf Agreement, dated as of February 28, 2007, and as further amended from time to time, the “Shelf Agreement”), among Insurance Services Office, Inc., a Delaware corporation (the “Company”), on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Prudential Retirement Insurance and Annuity Company, Prudential Annuities Life Assurance Corporation (formerly American Skandia Life Assurance Corporation), Gibraltar Life Insurance Co., Ltd., American Bankers Insurance Company of Florid
AMENDMENT NO. 2 TO NOTE PURCHASE AND MASTER SHELF AGREEMENTNote Purchase and Master Shelf Agreement • November 21st, 2008 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Reference is made to that certain Uncommitted Master Shelf Agreement, dated as of June 13, 2003 (as amended by Amendment No. 1 to Note Purchase and Master Shelf Agreement, dated as of February 1, 2005, and as further amended from time to time, the “Agreement”), among Insurance Services Office, Inc., a Delaware corporation (the “Company”), on the one hand, and The Prudential Insurance Company of America, U.S. Private Placement Fund, Baystate Investments, LLC, United of Omaha Life Insurance Company (collectively, the “Series A Purchasers”), each Prudential Affiliate which has become bound by certain provisions of the Agreement (as provided therein) (together with the Series A Purchasers, the “Purchasers”), and Prudential Investment Management, Inc. (“Prudential”), on the other, whereby the Company issued and sold its 2.15% Series A Notes due June 13, 2005 (the “Series A Notes”), its 4.11% Series B Notes due June 10, 2007 (the “Series B Notes”) and its 4.12% Series C Notes due June 28, 20
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 31st, 2015 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as the “Credit Agreement” or this “Agreement”) is entered into as of October 25, 2011, by and among VERISK ANALYTICS, INC., a Delaware corporation (“Verisk”), and INSURANCE SERVICES OFFICE, INC., a Delaware corporation (“ISO”, and together with Verisk, the “Co-Borrowers”, and individually a “Co-Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Verisk Analytics, Inc. (Delaware corporation)Underwriting Agreement • March 31st, 2011 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Verisk Analytics, Inc., a Delaware corporation (the “Company”), and each of the entities named on Schedule B hereto (the “Guarantors”) confirm their agreement with J.P. Morgan Securities LLC (“JPMorgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom JPMorgan and Merrill Lynch are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of $450,000,000 aggregate principal amount of the Company’s 5.800% Senior Notes due 2021 (the “Notes”). The Notes will be issued pursuant to a Base Indenture to be dated as of April 6, 2011 (the “Base Indenture”) among the Company, the Guarantors and Wells Fargo Bank, National Association, as trus
PURCHASE AGREEMENT dated as of August 7, 2012 by and among VERISK ANALYTICS, INC. INSURANCE SERVICES OFFICE, INC., ARGUS INFORMATION AND ADVISORY SERVICES, LLC, AIAS HOLDING COMPANY, LLC, OAK INVESTMENT PARTNERS XII, LIMITED PARTNERSHIP OAK XII ARGUS...Purchase Agreement • August 8th, 2012 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 7, 2012 by and among INSURANCE SERVICES OFFICE, INC., a Delaware corporation (the “Buyer”), VERISK ANALYTICS, INC., a Delaware corporation (“Verisk”), ARGUS INFORMATION AND ADVISORY SERVICES, LLC, a New York limited liability company (the “Company”), AIAS HOLDING COMPANY, LLC, a Delaware limited liability company (“Parent”), OAK INVESTMENT PARTNERS XII, A LIMITED PARTNERSHIP, a Delaware limited partnership (“Oak”), Oak XII Argus Blocker Corp., a Delaware corporation (“Oak Blocker”), the holders of Class A Common Units in Parent listed on Exhibit A attached hereto (the “Class A Common Unit Holders”), the holders of Class B Common Units in Parent listed on Exhibit A attached hereto (the “Class B Common Unit Holders” and, collectively with the Class A Common Unit Holders, the “Non-Oak Sellers”) and, solely with respect to Section 2.2(e), Section 2.5, Section 7.12, Articles X and XI, LEONARD LAUFER, as the Representati
EagleView Technology Corporation and the other Acquired CompaniesMerger Agreement • September 29th, 2014 • Verisk Analytics, Inc. • Services-computer processing & data preparation
FORM OF STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • November 16th, 2009 • Verisk Analytics, Inc. • Services-computer processing & data preparation
AMENDMENT NO. 3 TO NOTE PURCHASE AND MASTER SHELF AGREEMENTNote Purchase and Master Shelf Agreement • November 21st, 2008 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Reference is made to that certain Uncommitted Master Shelf Agreement, dated as of June 13, 2003 (as amended by Amendment No. 1 to Note Purchase and Master Shelf Agreement, dated as of February 1, 2005 and Amendment No. 2 to Note Purchase and Master Shelf Agreement dated as of June 13, 2005, and as further amended from time to time, the “Agreement”), among Insurance Services Office, Inc., a Delaware corporation (the “Company”), on the one hand, and The Prudential Insurance Company of America, U.S. Private Placement Fund, Baystate Investments, LLC, United of Omaha Life Insurance Company (collectively, the “Series A Purchasers”), each Prudential Affiliate which has become bound by certain provisions of the Agreement (as provided therein) (together with the Series A Purchasers, the “Purchasers”), and Prudential Investment Management, Inc. (“Prudential”), on the other, whereby the Company issued and sold its (i) 4.11% Series B Senior Notes due June 10, 2007 (the “Series B Notes”), (ii) 4.12
THIRD AMENDMENT AND MODIFICATION AGREEMENTThird Amendment and Modification Agreement • September 13th, 2010 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
THIS THIRD AMENDMENT AND MODIFICATION AGREEMENT (hereinafter referred to as this “Third Amendment”) is made this 10th day of September, 2010, by and among
AGREEMENT OF PURCHASE AND SALE Dated as of April 25, 2016 VERISK HEALTHPurchase and Sale Agreement • April 28th, 2016 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
AGREEMENT OF PURCHASE AND SALE dated as of this 25th day of April, 2016 (this “Agreement”), by and among ARGUS INFORMATION AND ADVISORY SERVICES, LLC, a limited liability company organized and existing under the laws of the State of New York (the “Parent”), VERISK HEALTH, INC., a corporation organized and existing under the laws of the State of Delaware (“Verisk Health”), MEDICONNECT GLOBAL, INC., a corporation organized and existing under the laws of the State of Delaware (“MEDICONNECT GLOBAL” and together with Verisk Health, the “Verisk Health Parent Companies”), VCVH HOLDING CORP., a corporation organized and existing under the laws of the State of Delaware (the “Purchaser”), solely for the purposes of Section 1.2 and Article IV, VCVH HOLDINGS LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Purchaser LLC”), VCVH INTERMEDIATE HOLDING CORP., a corporation organized and existing under the laws of the State of Delaware and the indirect p
TRANSITION AND CONSULTING AGREEMENTTransition and Consulting Agreement • August 2nd, 2022 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New Jersey
This Transition and Consulting Agreement (this “Agreement”) is entered into by and between Verisk Analytics, Inc., 545 Washington Boulevard, Jersey City, NJ 07310-1686, (“Verisk”), and Scott Stephenson (the “Executive”). Verisk and the Executive are sometimes collectively referred to as the “Parties” or individually referred to as a “Party”.
THIRD AMENDMENT Dated as of October 21, 2014 among VERISK ANALYTICS, INC., and INSURANCE SERVICES OFFICE, INC., as the Co-Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto...Third Amendment • October 21st, 2014 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of October 25, 2011 entered into by and among Verisk Analytics, Inc., a Delaware corporation, and Insurance Services Office, Inc., a Delaware corporation, as co-borrowers (hereinafter collectively referred to as the “Co-Borrowers”), certain lenders (hereinafter collectively referred to as the “Lenders”), Bank of America, N.A., as swing line lender and letter of credit issuer (hereinafter, Bank of America, in its capacity as letter of credit issuer, shall be referred to as “L/C Issuer”), Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, Morgan Stanley Bank, N.A. and Wells Fargo Bank, N.A., as co-documentation agents, and Bank of America, N.A., as Administrative Agent for the Lenders (hereinafter, in such capacity, referred to as the “Agent”), as previously amended and modif
STOCK OPTION AWARD AGREEMENT FOR «Full_Name»Stock Option Award Agreement • May 15th, 2013 • Verisk Analytics, Inc. • Services-computer processing & data preparation
You (the “Optionee”) have been granted non-qualified stock options (this “Award”), effective as of _________ (the “Grant Date”) by Verisk Analytics, Inc. (the “Company”) on the following terms and subject to the provisions of the Verisk Analytics, Inc. 2013 Equity Incentive Plan (the “Plan”).
AMENDMENT NO. 1 TO NOTE PURCHASE AND MASTER SHELF AGREEMENTNote Purchase and Master Shelf Agreement • November 21st, 2008 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Reference is made to that certain Uncommitted Master Shelf Agreement, dated as of June 13, 2003 (as amended from time to time, the “Agreement”), among Insurance Services Office, Inc., a Delaware corporation (the “Company”), on the one hand, and The Prudential Insurance Company of America, U.S. Private Placement Fund, Baystate Investments, LLC, United of Omaha Life Insurance Company (collectively, the “Series A Purchasers”), each Prudential Affiliates which has become bound by certain provisions of the Agreement (as provided therein) (together with the Series A Purchasers, the “Purchasers”), and Prudential Investment Management, Inc. (“Prudential”), on the other, whereby the Company issued and sold its 2.15% Series A Notes due June 13, 2005 (the “Series A Notes”), its 4.11% Series B Notes due June 10, 2007 (the “Series B Notes”) and its 4.12% Series C Notes due June 28, 2007 (the “Series C Notes” and, together with the Series A Notes and the Series B Notes, the “Notes”). Capitalized ter
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 26th, 2016 • Verisk Analytics, Inc. • Services-computer processing & data preparation
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 26, 2016 (this “Amendment”), among Verisk Analytics, Inc., a Delaware corporation, as borrower (the “Borrower”) and the Lenders under the Credit Agreement (each as defined below) party hereto amends the Second Amended and Restated Credit Agreement, dated as of April 22, 2015, as amended by the First Amendment, dated as of July 24, 2015 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including all Schedules and Exhibits thereto, the “Credit Agreement”) by and among, inter alios, the Borrower, the lenders party thereto from time to time (hereinafter collectively referred to as the “Lenders”), Bank of America, N.A. (“Bank of America”), as swing line lender and letter of credit issuer (hereinafter, Bank of America, in its capacity as a letter of credit issuer, shall be referred to as the “L/C Issuer”) and Bank of America, as Administrative Agent
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 21st, 2009 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New Jersey
This agreement (the “Agreement”) is made as of the day of , 2009, by and between VERISK ANALYTICS, INC., a Delaware corporation (together with its successors and assigns, “Verisk” and, together with Verisk’s subsidiaries and affiliates and their successors and assigns, the “Company”) and [ ] (the “Executive”).
RESTATED TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASETransition and Separation Agreement • February 23rd, 2021 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New Jersey
Verisk Analytics, Inc. ("Verisk") (the “Company”) and Kenneth E. Thompson (the “Employee”) (the Company and Employee, collectively, the “Parties”) hereby enter into this Restated Transition and Separation Agreement and General Release (the “Agreement”), effective as of the eighth (8th) calendar day following execution of the Agreement by Employee, provided that Employee has not revoked the Agreement prior to such date (the “Effective Date”). The Parties hereby agree to the following terms:
