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EXHIBIT 3.25
VIASTAR SERVICES, LP
AGREEMENT OF LIMITED PARTNERSHIP
This partnership agreement of Viastar Services, LP, a Texas
limited
partnership, is entered into effective as
of the 10 day of September, 2001, by
and among TransCore Commercial Services,
Inc. (f/k/a Dat Acquisition Corp.), a
Delaware corporation ("TCSI"), as the
General Partner, and TransCore, LP, a
Delaware limited partnership, as the
Limited Partner.
BACKGROUND:
The parties desire to form a limited partnership for the purposes
set
forth herein, and to set forth herein their
rights and obligations with respect
to such limited partnership.
NOW, THEREFORE, intending to be legally bound hereby, the
parties
hereto agree as follows:
SECTION 1
DEFINED TERMS; OPERATION OF PARTNERSHIP
1.1 DEFINED TERMS.
When used in this Agreement, the following
capitalized terms shall have the meanings
set forth below:
"ACT" means the Texas Revised Limited Partnership Act.
"AFFILIATE" means, with respect to any Person, (i) any Person
directly or indirectly controlling,
controlled by, or under common control with
such Person, and (ii) any officer,
director, general partner, or manager of any
Person described in clause (i) of this
sentence. For purposes of this
definition, "controls," "is controlled by,"
or "is under common control with"
shall mean the possession, direct or
indirect, of the power to direct or cause
the direction of the management and
policies of a Person, whether through the
ownership of voting securities, by
contract, or otherwise.
"AGREEMENT" means this partnership agreement, as the same may
be
amended from time to time.
"BANKRUPTCY" means, with respect to any Person, (i) the filing
of
any petition or answer by such Person
seeking to adjudicate it a bankrupt or
insolvent, or seeking for itself any
liquidation, winding up, reorganization,
arrangement, adjustment, protection,
relief, or composition of such Person or
such Person's debts under any law relating
to bankruptcy, insolvency, or
reorganization or relief of debtors, or
seeking, consenting to, or acquiescing
in the entry of an order for relief or the
appointment of a receiver, trustee,
custodian, or other similar official for
such Person for any substantial part of
its property, or (ii) without the consent
or acquiescence of such Person, the
entering of an order for relief or
approving a petition for relief or
reorganization or any other petition
seeking any
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reorganization, arrangement, composition,
readjustment, liquidation,
dissolution, or other similar relief under
any bankruptcy, liquidation,
dissolution, or other similar statute, law,
or regulation, or the filing of any
such petition against such Person which
petition shall not be dismissed within
ninety (90) days, or, without the consent
or acquiescence of such Person, the
entering of an order appointing a trustee,
custodian, receiver, or liquidator of
such Person of all or any substantial part
of the property of such Person which
order shall not be dismissed within sixty
(60) days.
"CAPITAL CONTRIBUTION" means the amount of money and the fair
market value of any property contributed to
the Partnership by a Partner (net of
any liabilities to which such property is
subject or that are assumed by the
Partnership in connection with such
contribution).
"CERTIFICATE" means the certificate of limited partnership for
the Partnership, and any amendments
thereto.
"CODE" means the Internal Revenue Code of 1986, as amended.
"GENERAL PARTNER" means the Person designated as general
partner
in Exhibit "A" attached to this Agreement,
and any Person subsequently admitted
as a general partner in accordance with the
terms of this Agreement.
"INCAPACITY" means (a) with respect to a natural Person, the
Bankruptcy, death or determination of
incompetency or insanity of such Person
and (b) with respect to any other Person,
the Bankruptcy, liquidation or
dissolution of such Person.
"INDEMNIFIED PARTY" means the General Partner and any member,
manager, officer, director, shareholder,
employee, or agent of the General
Partner.
"INTEREST" means an ownership interest in the Partnership,
including all of the rights and obligations
in connection therewith under this
Agreement and the Act.
"LIMITED PARTNERS" means the Person designated as the limited
partner in Exhibit "A" attached to this
Agreement, and any Person subsequently
admitted as a limited partner in accordance
with the terms of this Agreement.
"LIQUIDATOR" means a Person chosen by the holders of a majority
of the Percentage Interests of the Limited
Partners to supervise the liquidation
of the Partnership if there is no General
Partner at the time of such
liquidation.
"NET DISTRIBUTABLE PROCEEDS" means gross cash or property
received by the Partnership from all
sources other than Capital Contributions,
including reductions in Reserves from prior
periods, reduced by the portion used
(i) to pay Partnership expenses, (ii) to
make capital expenditures, including
for the acquisition of any additional or
replacement property, and (iii) to fund
Reserves.
"PARTNERS" means the General Partner and the Limited Partner,
and
any Person subsequently admitted as a
partner in accordance with the terms of
this Agreement.
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"PARTNERSHIP" means the limited partnership formed and operated
pursuant to the terms of this
Agreement.
"PERCENTAGE INTEREST" means the percentage determined in
accordance with Section 2.3 of this
Agreement.
"PERSON" means any individual or any partnership, corporation,
trust, limited liability company or other
legal entity.
"REGULATIONS" means the income tax regulations promulgated
under
the Code, as such regulations may be
amended from time to time.
"RESERVES" means amounts set aside to pay future costs or
expenses that are anticipated to exceed
cash available to pay such costs or
expenses when due, as determined in the
sole discretion of the General Partner.
1.2 FORMATION; NAME.
The Partnership was formed by the filing of the
Certificate. The Partners hereby agree to
operate the Partnership as a limited
partnership under the Act. The Partnership
shall be operated under the name
"Viastar Services, LP" or such other name
as the general partner may determine
from time to time. The General Partner
shall file such other certificates and
documents as are necessary to qualify the
Partnership to conduct business in any
jurisdiction in which the Partnership
conducts business. A copy of the
Certificate shall be provided to any
Partner on request.
1.3 REGISTERED AGENT
AND OFFICE; PRINCIPAL OFFICE. The registered
agent and office of the Partnership
required under the Act shall be as
designated in the Certificate, and may be
changed by the General Partner in
accordance with the Act. The principal
business office of the Partnership shall
be located at 8158 Adams Drive, Liberty
Centre, Building 200, Hummelstown, PA
17036, or such other address as shall be
designated by the General Partner.
1.4 PURPOSE. The
purpose and business of the Partnership is to engage
in any lawful act or activity for which
limited partnerships may be organized
under the Act, including without
limitation, to directly and indirectly conduct
business activities that further the legal
and economic interests of the
Partners. The Partnership is authorized to
do any and all acts and things
necessary, appropriate, advisable,
incidental to, or convenient for the
furtherance and accomplishment of its
purposes, and for the protection and
benefit of the Partnership.
1.5 TERM. The term of
the Partnership commenced on the date of filing
of the Certificate (which Certificate was
filed along with applicable articles
of conversion to convert Viastar Services
Corporation, a Texas corporation, to
the Partnership), and the Partnership shall
continue until the Partnership is
terminated in accordance with this
Agreement.
1.6 TITLE TO PROPERTY.
All real and personal property owned by the
Partnership shall be owned by the
Partnership as an entity and no Partner shall
have any ownership interest in such
property in the Partner's individual name or
right, and each Partner's Interest
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shall be personal property for all
purposes. The Partnership shall hold all of
its real and personal property in the name
of the Partnership and not in the
name of any Partner.
1.7 WAIVER OF
PARTITION. No Partner shall either directly or
indirectly take any action to require
partition or appraisement of the
Partnership or of any of its assets or
properties or cause the sale of any
Partnership property, and notwithstanding
any provisions of applicable law to
the contrary, each Partner hereby
irrevocably waives any and all right to
maintain any action for partition or to
compel any sale with respect to such
Partner's Interest, or with respect to any
assets or properties of the
Partnership, except as expressly provided
in this Agreement.
SECTION 2
CAPITAL CONTRIBUTIONS; INTERESTS
2.1 CAPITAL
CONTRIBUTIONS. All Capital Contributions shall be made to
the Partnership in proportion to the
Partners' Percentage Interests. The Capital
Contributions of the Partners are set forth
in Exhibit "A" attached hereto.
2.2 ADDITIONAL CAPITAL
CONTRIBUTIONS AND LOANS. No Partner shall be
obligated to make any additional Capital
Contributions or loans to the
Partnership.
2.3 PERCENTAGE
INTERESTS. Each Partner shall have the Percentage
Interest in the Partnership set forth next
to such Partner's name in Exhibit "A"
attached hereto.
2.4 NO INTEREST. No
interest shall be paid on any Capital
Contributions of any Partner.
SECTION 3
DISTRIBUTIONS
3.1 DISTRIBUTIONS OF
NET DISTRIBUTABLE PROCEEDS. Net Distributable
Proceeds shall be distributed among the
Partners, at such times as shall be
determined by the General Partner, in
accordance with their relative Percentage
Interests.
SECTION 4
FEDERAL INCOME TAX STATUS OF PARTNERSHIP
4.1 ELECTION TO BE
TAXED AS CORPORATION. The Partnership shall file
an election under Regulation Section
301.7701-3 to be treated as an association
taxable as a corporation for federal income
tax purposes.
SECTION 5
MANAGEMENT OF PARTNERSHIP
5.1 GENERAL PROVISIONS
CONCERNING MANAGEMENT. Subject to any express
limitations contained in other provisions
of this Agreement, the General Partner
shall have the exclusive right and
responsibility to manage the business of the
Partnership and is hereby authorized to
take any action of any kind and to do
anything and everything the General
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Partner deems necessary in connection
therewith. The General Partner shall have
all of the rights and powers of a general
partner under the Act. No Limited
Partner shall have any right or power to
take part in the management or control
of the Partnership or its business and
affairs or to act for or bind the
Partnership in any way.
5.2 CONTRACTS WITH
AFFILIATES. The General Partner, on behalf of the
Partnership, may enter into contracts and
agreements for property or services in
the ordinary course of business with any
Partner or any Affiliate of a Partner.
5.3 PARTNERSHIP
EXPENSES. All expenses of the Partnership shall be
billed directly to and be paid by the
Partnership. The General Partner shall be
reimbursed for all expenses incurred by it
for or on behalf of the Partnership.
5.4 MEETINGS AND
WRITTEN CONSENTS. Meetings of the Partners may be
called at any time by the General Partner
or by the holders of a majority of the
Percentage Interests of the Limited
Partners. Any Partner may participate in a
meeting by means of conference telephone or
similar communications equipment by
means of which all Persons participating in
the meeting can hear and speak to
each other at the same time or in sequence,
and participation in a meeting
pursuant to this provision shall constitute
presence at the meeting. Any action
required or permitted to be taken at a
meeting of the Partners may be taken
without a meeting if a consent, in writing,
setting forth the action so taken
shall be signed by the Partners required to
approve such action.
SECTION 6
BOOKS AND RECORDS; TAX AND FINANCIAL MATTERS
6.1 BOOKS AND RECORDS.
The Partnership books and records shall be
maintained at the principal office of the
Partnership. The Partnership books
shall be closed and balanced at the
