Common use of Due Formation or Incorporation; Authorization of Agreement Clause in Contracts

Due Formation or Incorporation; Authorization of Agreement. Each Member hereby represents and warrants that such Member is a corporation, a limited liability company or a partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, and has the partnership or corporate power and authority to own its property and carry on its business as owned and carried on as of the date hereof. Each IMS Health Member hereby represents and warrants that such Member is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect. Each Class A Member hereby represents and warrants that such Member is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which it would be required to be so licensed or qualified without regard to its being a Member in the Company and in which the failure to so qualify would have a Material Adverse Effect. Each Member hereby represents and warrants that such Member has the corporate or partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Member hereby represents and warrants that the execution, delivery and performance by such Member of this Agreement has been duly authorized by all necessary corporate or partnership action. Each Member hereby represents and warrants that this Agreement constitutes the legal, valid and binding obligation of such Member and is enforceable against such Member in accordance with its terms.

Due Formation or Incorporation; Authorization of Agreement. Each Member Partner hereby represents and warrants that such Member Partner is a corporation, a limited liability company corporation or a partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationformation as a partnership, as the case may be, and has the partnership or corporate power and authority to own its property and 41 carry on its business as owned and carried on as of at the date hereofClosing Date. Each IMS Health Member D&B Partner hereby represents and warrants that such Member Partner is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect. Each Class A Member Limited Partner hereby represents and warrants that such Member Partner is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which it would be required to be so licensed or qualified without regard to its being a Member Limited Partner in the Company Partnership and in which the failure to so qualify would have a Material Adverse Effect. Each Member Partner hereby represents and warrants that such Member Partner has the corporate or partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Member Partner hereby represents and warrants that the execution, delivery and performance by such Member Partner of this Agreement has been duly authorized by all necessary corporate or partnership action. Each Member Partner hereby represents and warrants that this Agreement constitutes the legal, valid and binding obligation of such Member Partner and is enforceable against such Member Partner in accordance with its terms.

Due Formation or Incorporation; Authorization of Agreement. Each Member Partner hereby represents and warrants that such Member Partner is a corporation, a limited liability company or a partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, and has the partnership or corporate power and authority to own its property and carry on its business as owned and carried on as of at the date hereofClosing Date. Each IMS Health Member Partner hereby represents and warrants that such Member Partner is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect. Each Class A Member Limited Partner hereby represents and warrants that such Member Partner is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which it would be required to be so licensed or qualified without regard to its being a Member Limited Partner in the Company Partnership and in which the failure to so qualify would have a Material Adverse Effect. Each Member Partner hereby represents and warrants that such Member Partner has the corporate or partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Member Partner hereby represents and warrants that the execution, delivery and performance by such Member Partner of this Agreement has been duly authorized by all necessary corporate or partnership action. Each Member Partner hereby represents and warrants that this Agreement constitutes the legal, valid and binding obligation of such Member Partner and is enforceable against such Member Partner in accordance with its terms.

Due Formation or Incorporation; Authorization of Agreement. Each Member hereby represents and warrants that such Member is a corporation, a partnership, or limited liability company or a partnership, as the case may be, duly organized, validly existing existing, and in good standing under the laws of the its jurisdiction of its incorporation or formation, as the case may be, organization and has the partnership or corporate organizational power and authority to own its property and carry on its business as owned and carried on as of the date hereofhereof and as of May 24, 2002. Each IMS Health Member hereby represents and warrants that such Member is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect. Each Class A Member hereby represents and warrants that such Member is duly licensed qualified, either individually or qualified to do business and in good standing in each of the jurisdictions in which it would be required to be so licensed or qualified without regard to its being a Member in the Company and in which the failure aggregate with all other Immateriality Exceptions, has or could reasonably be expected to so qualify would have have, a Material Adverse Effect. Each Member hereby represents and warrants that such Member has the corporate or partnership organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Member hereby represents and warrants that the execution, delivery delivery, and performance by such Member of this Agreement has have been duly authorized by all necessary corporate or partnership organizational action. Each Member hereby represents and warrants that this Agreement constitutes the legal, valid valid, and binding obligation of such Member and is enforceable against such Member in accordance with its termsterms (except to the extent that enforcement is affected by laws pertaining to bankruptcy, reorganization, insolvency, and creditors’ rights and by the availability of injunctive relief, specific performance, and other equitable remedies).

Due Formation or Incorporation; Authorization of Agreement. Each Member Partner hereby represents and warrants that such Member Partner is a corporation, a limited liability company corporation or a partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formationformation as a partnership, as the case may be, and has the partnership or corporate power and authority to own its property and carry on its business as owned and carried on as of at the date hereofClosing Date. Each IMS Health Member D&B Partner hereby represents and warrants that such Member Partner is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect. Each Class A Member Limited Partner hereby represents and warrants that such Member Partner is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which it would be required to be so licensed or qualified without regard to its being a Member Limited Partner in the Company Partnership and in which the failure to so qualify would have a Material Adverse Effect. Each Member Partner hereby represents and warrants that such Member Partner has the corporate or partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Member Partner hereby represents and warrants that the execution, delivery and performance by such Member Partner of this Agreement has been duly authorized by all necessary corporate or partnership action. Each Member Partner hereby represents and warrants that this Agreement constitutes the legal, valid and binding obligation of such Member Partner and is enforceable against such Member Partner in accordance with its terms.

Due Formation or Incorporation; Authorization of Agreement. Each Member hereby represents and warrants that such Member is a corporation, a Delaware business trust (in the case of Capital Trust) or limited liability company or a partnership, as the case may be, duly organized, validly existing existing, and in good standing under the laws of the its jurisdiction of its incorporation or formation, as the case may be, organization and has the partnership or corporate organizational power and authority to own its property and carry on its business as owned and carried on as of the date hereofhereof and, with respect to each Member other than GM Class B, as of May 24, 2002. Each IMS Health Member hereby represents and warrants that such Member is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect. Each Class A Member hereby represents and warrants that such Member is duly licensed qualified, either individually or qualified to do business and in good standing in each of the jurisdictions in which it would be required to be so licensed or qualified without regard to its being a Member in the Company and in which the failure aggregate with all other Immateriality Exceptions, has or could reasonably be expected to so qualify would have have, a Material Adverse Effect. Each Member hereby represents and warrants that such Member has the corporate or partnership organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Member hereby represents and warrants that the execution, delivery delivery, and performance by such Member of this Agreement has have been duly authorized by all necessary corporate or partnership organizational action. Each Member hereby represents and warrants that this Agreement constitutes the legal, valid valid, and binding obligation of such Member and is enforceable against such Member in accordance with its termsterms (except to the extent that enforcement is affected by laws pertaining to bankruptcy, reorganization, insolvency, and creditors’ rights and by the availability of injunctive relief, specific performance, and other equitable remedies).