Examples of IMS HEALTH Group in a sentence
Except as otherwise specifically set forth in any Ancillary Agreement, and subject to Section 2.3 hereof, from and after the Effective Time, (i) the Corporation shall, and shall cause each member of the NMR Group to, assume, pay, perform and discharge all NMR Liabilities and (ii) IMS HEALTH shall, and shall cause each member of the IMS HEALTH Group to, assume, pay, perform and discharge all IMS HEALTH Liabilities.
Prior to the Distribution Date, each of the Corporation and IMS HEALTH shall enter into, and/or (where applicable) shall cause members of the NMR Group or the IMS HEALTH Group, as applicable, to enter into, the Ancillary Agreements and any other agreements in respect of the Distribution reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.
In connection with the Distribution, the Corporation shall borrow up to an aggregate of $300 million, the proceeds of which will be used to repay existing intercompany indebtedness to certain members of the IMS HEALTH Group.
The parties hereto recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the Corporation, the members of the NMR Group and the members of the IMS HEALTH Group, and that each of the Corporation, the members of the NMR Group and the members of the IMS HEALTH Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable law.
In connection with the Distribution, the Corporation shall borrow an aggregate of $300 million, the proceeds of which will be used to pay expenses of the Distribution and to repay existing intercompany indebtedness to certain members of the IMS HEALTH Group.
The parties acknowledge that the Corporation has transferred $417 million to IMS HEALTH to repay intercompany indebtedness to certain members of the IMS HEALTH Group existing as of May 31, 1998.
On or prior to the Distribution Date, each of the Corporation and IMS HEALTH shall enter into, and/or (where applicable) shall cause members of the NMR Group or the IMS HEALTH Group, as applicable, to enter into, the Ancillary Agreements and any other agreements in respect of the Distribution reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.
The filing of all Tax Returns for periods beginning on or after the Distribution Date (other than Non-Combined Returns and Franchise Tax Returns covered by Section 2.1(a)) shall be the responsibility of the Corporation if they relate to the NMR Group or any member thereof and shall be the responsibility of IMS HEALTH if they relate to the IMS HEALTH Group or any member thereof.
Subject to Section 2.5(b), the Corporation and NMR shall cause all their employees to resign or be terminated, effective not later than the Effective Time, from all positions as officers or directors of any member of the IMS HEALTH Group in which they serve, and IMS HEALTH shall cause all its employees to resign or be terminated, effective not later than the Effective Time, from all positions as officers or directors of the Corporation or any members of the NMR Group in which they serve.
All Tax Returns for Other Taxes for periods beginning prior to the Distribution Date that are not subject to the D&B Tax Allocation Agreement shall be prepared and filed by IMS HEALTH if they relate to any member of the IMS HEALTH Group and, otherwise, by the Corporation.