the benefit of the
Partnership, and no asset of the Partnership shall be Transferred or encumbered
for or in payment of any individual obligation of any Partner.
SECTION 1.09.
INDEPENDENT ACTIVITIES; TRANSACTIONS WITH AFFILIATES.
(A)
THE GENERAL PARTNER AND ANY OF ITS AFFILIATES SHALL BE REQUIRED TO
DEVOTE ONLY SUCH TIME TO THE AFFAIRS OF THE PARTNERSHIP AS THE GENERAL PARTNER
DETERMINES IN ITS SOLE DISCRETION MAY BE NECESSARY TO MANAGE AND OPERATE THE
PARTNERSHIP, 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 PARTNER ACKNOWLEDGES THAT THE OTHER PARTNERS
(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 PARTNERSHIP, WITHOUT
HAVING OR INCURRING ANY OBLIGATION TO OFFER ANY INTEREST IN SUCH ACTIVITIES OR
BUSINESSES TO THE PARTNERSHIP OR ANY PARTNER, AND NEITHER THIS AGREEMENT NOR ANY
ACTIVITY UNDERTAKEN PURSUANT TO THIS AGREEMENT SHALL PREVENT ANY PARTNER OR ITS
AFFILIATES FROM ENGAGING IN SUCH ACTIVITIES, OR REQUIRE ANY PARTNER TO PERMIT
THE PARTNERSHIP OR ANY PARTNER 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 PARTNER, EACH PARTNER HEREBY WAIVES, RELINQUISHES, AND
RENOUNCES ANY SUCH RIGHT OR CLAIM OF PARTICIPATION.
THE PARTNERS ACKNOWLEDGE
THAT CERTAIN CONFLICTS OF INTEREST MAY THUS ARISE AND HEREBY AGREE THAT THE
SPECIFIC RIGHTS WITH RESPECT TO THE PARTNERS' 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 GENERAL PARTNER, WHEN ACTING ON BEHALF OF THE
PARTNERSHIP, IS HEREBY AUTHORIZED TO PURCHASE PROPERTY FROM, SELL PROPERTY TO OR
OTHERWISE DEAL WITH ANY PARTNER, ACTING ON ITS OWN BEHALF, OR ANY AFFILIATE OF
ANY PARTNER; PROVIDED THAT ANY SUCH PURCHASE, SALE OR OTHER TRANSACTION SHALL BE
IN THE ORDINARY COURSE OF THE PARTNERSHIP'S BUSINESS AND SHALL BE MADE ON TERMS
AND CONDITIONS WHICH ARE NO LESS FAVORABLE TO THE PARTNERSHIP THAN IF THE SALE,
PURCHASE OR OTHER TRANSACTION HAD BEEN MADE WITH AN INDEPENDENT THIRD PARTY ON
PREVAILING MARKET TERMS.
THE PARTNERS 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 AND ANY MASTER LEASE ENTERED INTO PURSUANT TO
SECTION 5.04(H) HEREOF SATISFY THIS INDEPENDENT THIRD-PARTY STANDARD AND THE
PARTNERS HEREBY AUTHORIZE THE GENERAL PARTNER TO CAUSE THE