ANY OF ITS
AFFILIATES SHALL BE REQUIRED TO DEVOTE ONLY SUCH TIME TO THE AFFAIRS OF THE
COMPANY AS THE MANAGING MEMBER DETERMINES IN ITS SOLE DISCRETION MAY BE
NECESSARY TO MANAGE AND OPERATE THE COMPANY, AND EACH SUCH PERSON, SHALL BE FREE
TO SERVE ANY OTHER PERSON OR ENTERPRISE IN ANY CAPACITY THAT IT MAY DEEM
APPROPRIATE IN ITS DISCRETION.
(B)
TO THE EXTENT PERMITTED BY APPLICABLE LAW
AND EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, EACH MEMBER ACKNOWLEDGES
THAT THE OTHER MEMBERS (EACH ACTING ON ITS OWN BEHALF) AND THEIR AFFILIATES ARE
FREE TO ENGAGE OR INVEST IN AN UNLIMITED NUMBER OF ACTIVITIES OR BUSINESSES, ANY
ONE OR MORE OF WHICH MAY BE RELATED TO THE ACTIVITIES OR BUSINESSES OF THE
COMPANY, WITHOUT
4
HAVING OR INCURRING ANY OBLIGATION TO OFFER ANY INTEREST IN SUCH ACTIVITIES OR
BUSINESSES TO THE COMPANY OR ANY MEMBER, AND NEITHER THIS AGREEMENT NOR ANY
ACTIVITY UNDERTAKEN PURSUANT TO THIS AGREEMENT SHALL PREVENT ANY MEMBER OR ITS
AFFILIATES FROM ENGAGING IN SUCH ACTIVITIES, OR REQUIRE ANY MEMBER TO PERMIT THE
COMPANY OR ANY MEMBER OR ITS AFFILIATES TO PARTICIPATE IN ANY SUCH ACTIVITIES,
AND AS A MATERIAL PART OF THE CONSIDERATION FOR THE EXECUTION OF THIS AGREEMENT
BY EACH MEMBER, EACH MEMBER HEREBY WAIVES, RELINQUISHES, AND RENOUNCES ANY SUCH
RIGHT OR CLAIM OF PARTICIPATION.
THE MEMBERS ACKNOWLEDGE THAT CERTAIN CONFLICTS
OF INTEREST MAY THUS ARISE AND HEREBY AGREE THAT THE SPECIFIC RIGHTS WITH
RESPECT TO THE MEMBERS' AND THEIR AFFILIATES' FREEDOM OF ACTION PROVIDED IN THIS
SECTION 1.09(B) ARE SUFFICIENT TO PROTECT THEIR RESPECTIVE INTERESTS IN RELATION
TO SUCH POSSIBLE CONFLICTS AND ARE TO BE IN LIEU OF ALL OTHER POSSIBLE
LIMITATIONS WHICH MIGHT OTHERWISE BE IMPLIED IN FACT, IN LAW OR IN EQUITY.
(C)
TO THE EXTENT PERMITTED BY APPLICABLE LAW
AND EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE MANAGING MEMBER, WHEN
ACTING ON BEHALF OF THE COMPANY, IS HEREBY AUTHORIZED TO PURCHASE PROPERTY FROM,
SELL PROPERTY TO OR OTHERWISE DEAL WITH ANY MEMBER, ACTING ON ITS OWN BEHALF, OR
ANY AFFILIATE OF ANY MEMBER; PROVIDED THAT ANY SUCH PURCHASE, SALE OR OTHER
TRANSACTION SHALL BE IN THE ORDINARY COURSE OF THE COMPANY'S BUSINESS AND SHALL
BE MADE ON TERMS AND CONDITIONS WHICH ARE NO LESS FAVORABLE TO THE COMPANY THAN
IF THE SALE, PURCHASE OR OTHER TRANSACTION HAD BEEN MADE WITH AN INDEPENDENT
THIRD PARTY ON PREVAILING MARKET TERMS.
THE MEMBERS AGREE THAT THE 2003 IMS
LEASE, THE DEMAND LOANS, IMS HEALTH GUARANTEED DEMAND LOANS, THE DEMAND NOTES,
THE FIFTH CMS CONTRIBUTION AGREEMENT, ANY TERM NOTE TO SPARTAN ENTERED INTO
PURSUANT TO SECTION 5.03(J) HEREOF OR SECTION 5.03(J) OF THE PARTNERSHIP
AGREEMENT, AND ANY MASTER LEASE ENTERED INTO PURSUANT TO SECTION 5.04(H) HEREOF
SATISFY THIS INDEPENDENT THIRD-PARTY STANDARD AND THE MEMBERS HEREBY AUTHORIZE
THE MANAGING MEMBER TO CAUSE THE COMPANY OR THE COMPANY SUBSIDIARY TO ENTER INTO
THE DOCUMENTS REFERENCED IN THIS SECTION 1.09(C) OR CONFIRM THAT IMS AG, IN ITS
CAPACITY AS GENERAL PARTNER UNDER THE PARTNERSHIP AGREEMENT,