1.05.
TERM.
The term of the Company is deemed to have commenced on the date the certificate
of limited partnership described in Section 17-201 of the Delaware Limited
Partnership Act was filed in the office of the Secretary of State of the State
of Delaware in accordance with the Delaware Limited Partnership Act and shall
continue until the winding up and liquidation of the Company and its business is
completed following a Liquidating Event as provided in Article XII hereof.
SECTION 1.06.
FILINGS; AGENT FOR SERVICE OF PROCESS.
(A)
IMS AG WAS AUTHORIZED TO EXECUTE AND CAUSE
THE CERTIFICATE OF FORMATION EFFECTIVE AS OF THE DATE HEREOF (THE "CERTIFICATE")
TO BE FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF DELAWARE AS
AN AUTHORIZED PERSON WITHIN THE MEANING OF THE ACT.
THE MANAGING
3
MEMBER SHALL TAKE ANY AND ALL ACTIONS REASONABLY NECESSARY TO PERFECT AND
MAINTAIN THE STATUS OF THE COMPANY AS A LIMITED LIABILITY COMPANY UNDER THE LAWS
OF THE STATE OF DELAWARE OR ANY OTHER STATES IN WHICH THE COMPANY IS ENGAGED IN
BUSINESS, INCLUDING THE PREPARATION AND FILING OF SUCH AMENDMENTS TO THE
CERTIFICATE AND SUCH OTHER ASSUMED NAME CERTIFICATES, DOCUMENTS, INSTRUMENTS AND
PUBLICATIONS AS MAY BE REQUIRED BY LAW, INCLUDING WITHOUT LIMITATION, ACTION TO
REFLECT:
(I)
A CHANGE IN THE COMPANY NAME; OR
(II)
A CORRECTION OF FALSE OR ERRONEOUS
STATEMENTS IN THE CERTIFICATE.
(B)
THE REGISTERED AGENT FOR SERVICE OF PROCESS
ON THE COMPANY IN THE STATE OF DELAWARE SHALL BE THE CORPORATION TRUST COMPANY,
CORPORATION TRUST CENTER, 1209 ORANGE STREET, WILMINGTON, NEW CASTLE COUNTY,
DELAWARE 19801, OR ANY SUCCESSOR AS APPOINTED BY THE MANAGING MEMBER.
(C)
UPON THE DISSOLUTION AND COMPLETION OF THE
WINDING UP AND LIQUIDATION OF THE COMPANY, IN ACCORDANCE WITH ARTICLE XII, THE
MANAGING MEMBER (OR, IN THE EVENT THERE IS NO REMAINING MANAGING MEMBER, ANY
PERSON APPOINTED PURSUANT TO SECTION 12.09 HEREOF) SHALL PROMPTLY EXECUTE AND
CAUSE TO BE FILED CERTIFICATES OF CANCELLATION IN ACCORDANCE WITH THE ACT AND
THE LAWS OF ANY OTHER STATES OR JURISDICTIONS IN WHICH THE MANAGING MEMBER OR
SUCH OTHER APPOINTED PERSON, AS THE CASE MAY BE, DEEMS SUCH FILING NECESSARY OR
ADVISABLE.
SECTION 1.07.
TITLE TO PROPERTY.
All property owned by the Company or the Company Subsidiary shall be owned by
the Company or the Company Subsidiary as an entity and no Member shall have any
ownership interest in such property in its individual name or right, and each
Member's interest in the Company shall be personal property for all purposes.
The Company shall hold all of its property in the name of the Company and not in
the name of any Member.
SECTION 1.08.
PAYMENTS OF INDIVIDUAL OBLIGATIONS.
The Company's credit and assets shall be used solely for the benefit of the
Company, and no asset of the Company shall be Transferred or encumbered for or
in payment of any individual obligation of any Member.
SECTION 1.09.
INDEPENDENT ACTIVITIES; TRANSACTIONS WITH AFFILIATES.
(A)
THE MANAGING MEMBER AND