|
|
|
|
Document Preview Parent Guarantee Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Parent Guarantee Agreement |
|||
|
Entities: |
||||
|
Date: |
2007 |
|||
|
Size: |
40KB total |
|||
|
Price: |
$40 |
|||
|
ID: |
#2720366 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
PARENT GUARANTEE AGREEMENT
between
IMS HEALTH INCORPORATED
and
GOLDMAN, SACHS & CO.
Dated as of January 19, 2007
TABLE OF CONTENTS
|
|
|
|
Page |
| |
|
|
|
|
|
|
|
|
ARTICLE 1 |
| ||||
|
DEFINED TERMS |
| ||||
|
|
|
|
|
|
|
|
Section 1.01. |
|
Definitions |
|
1 |
|
|
|
|
|
|
|
|
|
ARTICLE 2 |
| ||||
|
GUARANTEE |
| ||||
|
|
|
|
|
|
|
|
Section 2.01. |
|
Guarantee |
|
2 |
|
|
Section 2.02. |
|
Guarantee Absolute and Unconditional |
|
3 |
|
|
Section 2.03. |
|
Waiver and Acknowledgements |
|
4 |
|
|
Section 2.04. |
|
Subrogation |
|
4 |
|
|
|
|
|
|
|
|
|
ARTICLE 3 |
| ||||
|
REPRESENTATIONS AND WARRANTIES OF GUARANTOR |
| ||||
|
|
|
|
|
|
|
|
Section 3.01. |
|
Representations and Warranties of Guarantor |
|
5 |
|
|
|
|
|
|
|
|
|
ARTICLE 4 |
| ||||
|
MISCELLANEOUS |
| ||||
|
|
|
|
|
|
|
|
Section 4.01. |
|
Amendments in Writing |
|
11 |
|
|
Section 4.02. |
|
No Waiver by Course of Conduct; Cumulative Remedies |
|
11 |
|
|
Section 4.03. |
|
Successors and Assigns |
|
12 |
|
|
Section 4.04. |
|
Set-Off |
|
12 |
|
|
Section 4.05. |
|
Credit Support Documents. |
|
12 |
|
|
Section 4.06. |
|
Claim in Bankruptcy |
|
12 |
|
|
Section 4.07. |
|
Counterparts |
|
13 |
|
|
Section 4.08. |
|
Severability |
|
13 |
|
|
Section 4.09. |
|
Section Headings |
|
13 |
|
|
Section 4.10. |
|
Integration |
|
13 |
|
|
Section 4.11. |
|
GOVERNING LAW |
|
13 |
|
|
Section 4.12. |
|
Arbitration |
|
13 |
|
|
Section 4.13. |
|
Acknowledgements |
|
14 |
|
i
PARENT GUARANTEE AGREEMENT
This PARENT GUARANTEE AGREEMENT (this Agreement), dated as of January 19, 2007, is entered into between IMS Health Incorporated, a Delaware corporation (Guarantor) and Goldman, Sachs & Co. (GS&Co.) and contains a guarantee made by Guarantor in favor of GS&Co.
WITNESSETH:
WHEREAS, Guarantor is the issuer of shares of common stock, par value $0.01 per share (Ticker: RX) (Shares);
WHEREAS, IMS (Gibraltar) Holding Limited (Counterparty) and GS&Co. have entered into a master confirmation dated as of January 19, 2007 (the Master Confirmation), pursuant to which, Counterparty and GS&Co. may enter into transactions to purchase and sell Shares upon the terms and subject to the conditions set forth therein (each, a Transaction);
WHEREAS, Counterparty and GS have entered into a supplemental confirmation to the Master Confirmation dated as of January 19 2007 (the January 2007 Supplemental Confirmation) pursuant to which Counterparty and GS has entered into a Transaction;
WHEREAS, it is a condition precedent to the effectiveness of each Transaction that Guarantor shall have executed and delivered this Agreement to GS&Co.;
NOW, THEREFORE, in consideration of the premises and to induce GS&Co. to enter into the Master Confirmation, the January 2007 Supplemental Confirmation and any future supplemental confirmation to the Master Confirmation, Guarantor hereby agrees with GS&Co., for the benefit of GS&Co., as follows:
ARTICLE 1
DEFINED TERMS
Section 1.01. Definitions. (a) Unless otherwise defined herein, terms defined in the Master Confirmation are used herein as therein defined.
(b) The following terms have the following meanings:
Agreement: has the meaning set forth in the introductory paragraph hereof.
Bankruptcy Code: has the meaning set forth in Section 3.01.
Confirmation: means, with respect to each Transaction, the Master Confirmation as supplemented by the relevant Supplemental Confirmation (including, without limitation, the January 2007 Supplemental Confirmation).
|
End of Preview |
Home Intelligence Services Subscriptions News About Us