APART FROM THAT OF ANY
MEMBER OR ANY OF ITS AFFILIATES, INCLUDING, WITHOUT LIMITATION, (I) SEGREGATING
COMPANY ASSETS AND NOT ALLOWING FUNDS OR OTHER ASSETS OF THE COMPANY TO BE
COMMINGLED WITH THE FUNDS OR OTHER ASSETS OF, HELD BY, OR REGISTERED IN THE NAME
OF, ANY MEMBER OR ANY OF ITS AFFILIATES, (II) MAINTAINING BOOKS AND FINANCIAL
RECORDS OF THE COMPANY SEPARATE FROM THE BOOKS AND FINANCIAL RECORDS OF ANY
MEMBER AND ITS AFFILIATES (ALTHOUGH THE COMPANY MAY BE CONSOLIDATED WITH IMS
HEALTH AND ITS AFFILIATES FOR FINANCIAL REPORTING STATEMENT PURPOSES), AND
OBSERVING ALL COMPANY PROCEDURES AND FORMALITIES, INCLUDING, WITHOUT LIMITATION,
MAINTAINING MINUTES OF COMPANY MEETINGS AND ACTING ON BEHALF OF THE COMPANY ONLY
PURSUANT TO DUE AUTHORIZATION OF THE MEMBERS, (III) CAUSING THE COMPANY TO PAY
ITS LIABILITIES FROM ASSETS OF THE COMPANY, AND (IV) CAUSING THE COMPANY TO
CONDUCT ITS DEALINGS WITH THIRD PARTIES IN ITS OWN NAME AND AS A SEPARATE AND
INDEPENDENT ENTITY.
(B)
THE NAMES AND TITLES OF THOSE OFFICERS OF
THE MANAGING MEMBER WHO WILL BE RESPONSIBLE FOR THE MANAGEMENT AND OPERATIONS OF
THE COMPANY IN ACCORDANCE WITH THIS ARTICLE V (SUCH INDIVIDUALS, THE
"RESPONSIBLE OFFICERS") ARE SET FORTH ON SCHEDULE A HERETO.
THE RESPONSIBLE
OFFICERS LISTED ON SCHEDULE A SHALL SERVE UNTIL SUCH TIME AS THE MANAGING MEMBER
SHALL PROVIDE TO THE COMPANY AND EACH MEMBER A WRITTEN STATEMENT NAMING OTHER OF
ITS OFFICERS AS RESPONSIBLE OFFICERS, AND THE MANAGING MEMBER HEREBY COVENANTS
AND AGREES THAT SUCH RESPONSIBLE OFFICERS SHALL MAINTAIN THE SEPARATENESS OF THE
COMPANY'S OPERATIONS AND OTHERWISE COMPLY WITH ALL OF THE TERMS OF THIS
AGREEMENT.
(C)
THE MANAGING MEMBER SHALL NOTIFY THE
MEMBERS OF THE OCCURRENCE OF ANY NOTICE EVENT DESCRIBED IN SECTION 14.01 OR ANY
LIQUIDATING EVENT DESCRIBED IN SECTION 12.01 OR ANY
38
EVENT WHICH WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD CONSTITUTE A NOTICE EVENT
OR LIQUIDATING EVENT (OTHER THAN THE EVENT DESCRIBED IN SECTION 14.01(A) HEREOF)
AND THE ACTION WHICH THE MANAGING MEMBER HAS TAKEN OR PROPOSES TO TAKE WITH
RESPECT THERETO, PROMPTLY, BUT NO LATER THAN FIVE (5) BUSINESS DAYS, AFTER ANY
RESPONSIBLE OFFICER HAS ACTUAL KNOWLEDGE OF SUCH OCCURRENCE.
(D)
THE MANAGING MEMBER SHALL TAKE ALL ACTIONS
WHICH MAY BE NECESSARY OR APPROPRIATE (I) FOR THE CONTINUATION OF THE COMPANY'S
VALID EXISTENCE AS A LIMITED LIABILITY COMPANY AND ITS QUALIFICATION TO DO
BUSINESS UNDER THE LAWS OF THE STATE OF DELAWARE AND OF EACH OTHER JURISDICTION
IN WHICH SUCH EXISTENCE OR QUALIFICATION IS NECESSARY TO PROTECT THE LIMITED
LIABILITY OF THE MEMBERS OR TO ENABLE THE COMPANY TO CONDUCT THE BUSINESS IN
WHICH IT IS ENGAGED OR TO PERFORM ITS OBLIGATIONS UNDER ANY AGREEMENT TO WHICH
IT IS A PARTY, AND (II) FOR THE ACCOMPLISHMENT OF THE COMPANY'S PURPOSES,
INCLUDING THE ACQUISITION, MANAGEMENT, MAINTENANCE, PRESERVATION, AND OPERATION
OF PERMITTED ASSETS IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND
APPLICABLE LAWS AND REGULATIONS.
WITHOUT LIMITATION OF THE FOREGOING, THE
MANAGING MEMBER SHALL CAUSE THE COMPANY AND THE COMPANY SUBSIDIARY TO