Common use of Authority to Amend by Managers Clause in Contracts

Authority to Amend by Managers. Except as otherwise provided by Section 11.2, this Agreement and the Articles of Organization of the Company may be amended by the consent of MedCath and the Investor Manager: (a) To admit additional Members or Substitute Members but only in accordance with and if permitted by the other terms of this Agreement; (b) To preserve the legal status of the Company as a limited liability company under the North Carolina Act or other applicable state or federal laws if such does not change the substance hereof, and the Company has obtained the written opinion of its counsel to that effect; (c) To cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to clarify any provision of this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (d) To satisfy the requirements of the Code and Regulations with respect to limited liability companies or of any Federal or state securities laws or regulations, provided such amendment does not adversely affect the Membership Interests of Members and is necessary or appropriate in the written opinion of counsel. Any amendment under this subsection (e) shall be effective as of the date of this Agreement; (e) To the extent that it can do so without materially reducing the economic return to any Member on his or her investment in the Company, to satisfy any requirements of federal or state legislation or regulations, court order, or action of any governmental administrative agency with respect the operation or ownership of the Hospital; (f) Intentionally omitted; and (g) Upon written notice to all Members, MedCath may elect to expand the number of Managers up to nine (9) so that the Managers can serve as the governing body of the Hospital. In such event, the Managers shall include, in addition to MedCath or its designee, the president or chief executive officer of the Hospital who shall be designated by MedCath and three (3) additional Managers elected from time to time by the Investor Members one of whom must be the medical director of the hospital. The remaining Managers shall be elected from time to time by MedCath. MedCath may delegate to such governing body such duties and responsibilities of MedCath as MedCath deems necessary or appropriate. Notwithstanding the foregoing, in the event the number of Managers is expanded, the Investor Members shall continue to have the right to elect an Investor Manager who shall be designated to make decisions which are specifically authorized to be made by the Investor Manager under this Agreement and MedCath shall continue to have the right to make decisions with respect to matters which are reserved for MedCath at the time the number of Managers is so expanded.

Authority to Amend by Managers. Except as otherwise provided by Section 11.2, this Agreement and the Articles of Organization of the Company may be amended by HHBF with the consent approval of MedCath and the Investor ManagerManager which approval shall not be unreasonably withheld or delayed: (a) To admit additional Members or Substitute Members but only in accordance with and if permitted by the other terms of this Agreement; (b) To preserve the legal status of the Company as a limited liability company under the North Carolina Act or other applicable state or federal laws if such does not change the substance hereof, and the Company has obtained the written opinion of its counsel to that effect; (c) To cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to clarify any provision of this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (d) To satisfy the requirements of the Code and Regulations with respect to limited liability companies or of any Federal federal or state securities laws or regulations, provided such amendment does not adversely affect the Membership Interests of Members and is necessary or appropriate in the written opinion of counsel. Any amendment under this subsection (ed) shall be effective as of the date of this Agreement; (e) To the extent that it can do so without materially reducing the economic return to any Member on his or her investment in the CompanyCompany to any Member, to satisfy any requirements of federal or state legislation or regulations, court order, or action of any governmental administrative agency with respect the operation or ownership of the Hospital; (f) Intentionally omittedSubject to the terms of Section 2.5, to extend the term of the Company; and (g) Upon written notice to all Members, MedCath HHBF may elect to expand the number of Managers up to nine (9) so that the Managers can serve as the governing body of the Hospital. In such event, the Managers shall include, in addition to MedCath HHBF or its designee, the president or chief executive officer of the Hospital who shall be designated by MedCath HHBF and three (3) additional Managers elected from time to time by the Investor Members one of whom must be the medical director of the hospital. The remaining Managers shall be elected from time to time by MedCathHHBF. MedCath HHBF may delegate to such governing body such duties and responsibilities of MedCath HHBF as MedCath HHBF deems necessary or appropriate. Notwithstanding the foregoing, in the event the number of Managers is expanded, the Investor Members shall continue to have the right to elect an Investor Manager who shall be designated to make decisions which are specifically authorized to be made by the Investor Manager under this Agreement and MedCath HHBF shall continue to have the right to make decisions with respect to matters which are reserved for MedCath HHBF at the time the number of Managers is so expanded. Subject to and in accordance with the requirements of the accreditation requirements of JCAHO, the governing body shall be responsible for adopting and approving the Hospital's and medical staff's bylaws except that the governing body's approval of such bylaws shall be conditioned upon the approval thereof by a majority of the Managers designated hereunder by the Investor Members.

Authority to Amend by Managers. Except as otherwise provided by Section 11.2, this Agreement and the Articles of Organization of the Company may be amended by DTO Management with the consent approval of MedCath and the Investor ManagerManager which approval shall not be unreasonably withheld or delayed: (a) To admit additional Members or Substitute Members but only in accordance with and if permitted by the other terms of this Agreement; (b) To preserve the legal status of the Company as a limited liability company under the North Carolina Act or other applicable state or federal laws if such does not change the substance hereof, and the Company has obtained the written opinion of its counsel to that effect; (c) To cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to clarify any provision of this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (d) To satisfy the requirements of the Code and Regulations with respect to limited liability companies or of any Federal federal or state securities laws or regulations, provided such amendment does not adversely affect the Membership Interests of Members and is necessary or appropriate in the written opinion of counsel. Any counsel and any amendment under this subsection (ed) shall be effective as of the date of this Agreement; (e) To the extent that it can do so without materially reducing the economic return to any Member on his or her investment in the CompanyCompany to any Member, to satisfy any requirements of federal or state legislation or regulations, court order, or action of any governmental administrative agency with respect the operation or ownership of the Hospital; (f) Intentionally omittedSubject to the terms of Section 2.5, to extend the term of the Company; and (g) Upon written notice to all Members, MedCath DTO Management may elect to expand the number of Managers up to nine (9) so that the Managers can serve as the governing body of the Hospital. In such event, the Managers shall include, in addition to MedCath or its designee, the president or chief executive officer of the Hospital who shall be designated by MedCath and three (3) additional Managers elected from time to time by the Investor Members one of whom must be the medical director of the hospital. The remaining Managers shall be elected from time to time by MedCath. MedCath may delegate to such governing body such duties and responsibilities of MedCath as MedCath deems necessary or appropriate. Notwithstanding the foregoing, in the event the number of Managers is expanded, the Investor Members shall continue to have the right to elect an Investor Manager who shall be designated to make decisions which are specifically authorized to be made by the Investor Manager under this Agreement and MedCath shall continue to have the right to make decisions with respect to matters which are reserved for MedCath at the time the number of Managers is so expanded.addition

Authority to Amend by Managers. Except as otherwise provided by Section 11.2, this Agreement and the Articles of Organization of the Company may be amended as follows by the consent of MedCath and the Investor ManagerBoard, which approval shall not be unreasonably withheld or delayed: (a) To admit additional Members or Substitute Members but only in accordance with and if permitted by the other terms of this Agreement; (b) To preserve the legal status of the Company as a limited liability company under the North Carolina Act or other applicable state or federal laws if such does not change the substance hereof, and the Company has obtained the written opinion of its counsel to that effect; (c) To cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to clarify any provision of this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (d) To satisfy the requirements of the Code and Regulations with respect to limited liability companies or of any Federal or state securities laws or regulations, provided such amendment does not adversely affect the Membership Interests of Members and is necessary or appropriate in the written opinion of counsel. Any amendment under this subsection (e) shall be effective as of the date of this Agreement; (e) To the extent that it can do so without materially reducing the economic return to any Member on his or her investment in the Company, to satisfy any requirements of federal or state legislation or regulations, court order, or action of any governmental administrative agency with respect the operation or ownership of the Hospital; (f) Intentionally omitted; and (g) Upon written notice Subject to all Membersthe terms of Section 2.5, MedCath may elect to expand extend the number of Managers up to nine (9) so that the Managers can serve as the governing body term of the Hospital. In such event, the Managers shall include, in addition to MedCath or its designee, the president or chief executive officer of the Hospital who shall be designated by MedCath and three (3) additional Managers elected from time to time by the Investor Members one of whom must be the medical director of the hospital. The remaining Managers shall be elected from time to time by MedCath. MedCath may delegate to such governing body such duties and responsibilities of MedCath as MedCath deems necessary or appropriate. Notwithstanding the foregoing, in the event the number of Managers is expanded, the Investor Members shall continue to have the right to elect an Investor Manager who shall be designated to make decisions which are specifically authorized to be made by the Investor Manager under this Agreement and MedCath shall continue to have the right to make decisions with respect to matters which are reserved for MedCath at the time the number of Managers is so expandedCompany.

Authority to Amend by Managers. Except as otherwise provided by Section 11.2, this Agreement and the Articles of Organization of the Company may be amended by AHH Management with the consent approval of MedCath and the Investor Manager: (a) To admit additional Members or Substitute Members but only in accordance with and if permitted by the other terms of this Agreement; (b) To preserve the legal status of the Company as a limited liability company under the North Carolina Act or other applicable state or federal laws if such does not change the substance hereof, and the Company has obtained the written opinion of its counsel to that effect; (c) To cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to clarify any provision of this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (d) To satisfy the requirements of the Code and Regulations with respect to limited liability companies or of any Federal or state securities laws or regulations, provided such amendment does not adversely affect the Membership Interests of Members and is necessary or appropriate in the written opinion of counsel. Any amendment under this subsection (e) shall be effective as of the date of this Agreement; (e) To the extent that it can do so without materially reducing the economic return to any Member on his or her investment in the Company, to satisfy any requirements of federal or state legislation or regulations, court order, or action of any governmental administrative agency with respect the operation or ownership of the Hospital; (f) Intentionally omittedSubject to the terms of Section 2.5, to extend the term of the Company; and (g) Upon written notice to all Members, MedCath AHH Management may elect to expand the number of Managers up to nine (9) so that the Managers can serve as the governing body of the Hospital. In such event, the Managers shall include, in addition to MedCath AHH Management or its designee, the president or chief executive officer of the Hospital who shall be designated by MedCath AHH Management and three (3) additional Managers elected from time to time by the Investor Members one of whom must be the medical director of the hospital. The remaining Managers shall be elected from time to time by MedCathAHH Management. MedCath AHH Management may delegate to such governing body such duties and responsibilities of MedCath AHH Management as MedCath AHH Management deems necessary or appropriate. Notwithstanding the foregoing, in the event the number of Managers is expanded, the Investor Members shall continue to have the right to elect an Investor Manager who shall be designated to make decisions which are specifically authorized to be made by the Investor Manager under this Agreement and MedCath AHH Management shall continue to have the right to make decisions with 36 38 respect to matters which are reserved for MedCath AHH Management at the time the number of Managers is so expanded.

Authority to Amend by Managers. Except as otherwise provided by Section 11.2, this Agreement and the Articles of Organization of the Company may be amended by AHH Management with the consent approval of MedCath and the Investor Manager: (a) To admit additional Members or Substitute Members but only in accordance with and if permitted by the other terms of this Agreement; (b) To preserve the legal status of the Company as a limited liability company under the North Carolina Act or other applicable state or federal laws if such does not change the substance hereof, and the Company has obtained the written opinion of its counsel to that effect; (c) To cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to clarify any provision of this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (d) To satisfy the requirements of the Code and Regulations with respect to limited liability companies or of any Federal or state securities laws or regulations, provided such amendment does not adversely affect the Membership Interests of Members and is necessary or appropriate in the written opinion of counsel. Any amendment under this subsection (e) shall be effective as of the date of this Agreement; (e) To the extent that it can do so without materially reducing the economic return to any Member on his or her investment in the Company, to satisfy any requirements of federal or state legislation or regulations, court order, or action of any governmental administrative agency with respect the operation or ownership of the Hospital; (f) Intentionally omittedSubject to the terms of Section 2.5, to extend the term of the Company; and (g) Upon written notice to all Members, MedCath AHH Management may elect to expand the number of Managers up to nine (9) so that the Managers can serve as the governing body of the Hospital. In such event, the Managers shall include, in addition to MedCath AHH Management or its designee, the president or chief executive officer of the Hospital who shall be designated by MedCath AHH Management and three (3) additional Managers elected from time to time by the Investor Members one of whom must be the medical director of the hospital. The remaining Managers shall be elected from time to time by MedCathAHH Management. MedCath AHH Management may delegate to such governing body such duties and responsibilities of MedCath AHH Management as MedCath AHH Management deems necessary or appropriate. Notwithstanding the foregoing, in the event the number of Managers is expanded, the Investor Members shall continue to have the right to elect an Investor Manager who shall be designated to make decisions which are specifically authorized to be made by the Investor Manager under this Agreement and MedCath AHH Management shall continue to have the right to make decisions with respect to matters which are reserved for MedCath AHH Management at the time the number of Managers is so expanded.

Authority to Amend by Managers. Except as otherwise provided by Section 11.2, this Agreement and the Articles of Organization of the Company may be amended by SAHI with the consent approval of MedCath and the Investor ManagerManager which approval shall not be unreasonably withheld or delayed: (a) To admit additional Members or Substitute Members but only in accordance with and if permitted by the other terms of this Agreement; (b) To preserve the legal status of the Company as a limited liability company under the North Carolina Act or other applicable state or federal laws if such does not change the substance hereof, and the Company has obtained the written opinion of its counsel to that effect; (c) To cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to clarify any provision of this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (d) To satisfy the requirements of the Code and Regulations with respect to limited liability companies or of any Federal or state securities laws or regulations, provided such amendment does not adversely affect the Membership Interests of Members and is necessary or appropriate in the written opinion of counsel. Any amendment under this subsection (e) shall be effective as of the date of this Agreement; (e) To the extent that it can do so without materially reducing the economic return to any Member on his or her investment in the Company, to satisfy any requirements of federal or state legislation or regulations, court order, or action of any governmental administrative agency with respect the operation or ownership of the HospitalLaboratory; (f) Intentionally omittedSubject to the terms of Section 2.5, to extend the term of the Company; and (g) Upon written notice to all Members, MedCath may elect to expand the number of Managers up to nine (9) so that the Managers can serve as the governing body of the Hospital. In such event, the Managers shall include, in addition to MedCath or its designee, the president or chief executive officer of the Hospital who shall be designated by MedCath and three (3) additional Managers elected from time to time by the Investor Members one of whom must be the medical director of the hospital. The remaining Managers shall be elected from time to time by MedCath. MedCath may delegate to such governing body such duties and responsibilities of MedCath as MedCath deems necessary or appropriate. Notwithstanding the foregoing, in the event the number of Managers is expanded, the Investor Members shall continue to have the right to elect an Investor Manager who shall be designated to make decisions which are specifically authorized to be made by the Investor Manager under this Agreement and MedCath shall continue to have the right to make decisions with respect to matters which are reserved for MedCath at the time the number of Managers is so expanded.

Authority to Amend by Managers. Except as otherwise provided by Section 11.2, this Agreement and the Articles of Organization of the Company may be amended by DTO Management with the consent approval of MedCath and the Investor ManagerManager which approval shall not be unreasonably withheld or delayed: (a) To admit additional Members or Substitute Members but only in accordance with and if permitted by the other terms of this Agreement; (b) To preserve the legal status of the Company as a limited liability company under the North Carolina Act or other applicable state or federal laws if such does not change the substance hereof, and the Company has obtained the written opinion of its counsel to that effect; (c) To cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to clarify any provision of this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (d) To satisfy the requirements of the Code and Regulations with respect to limited liability companies or of any Federal federal or state securities laws or regulations, provided such amendment does not adversely affect the Membership Interests of Members and is necessary or appropriate in the written opinion of counsel. Any counsel and any amendment under this subsection (ed) shall be effective as of the date of this Agreement; (e) To the extent that it can do so without materially reducing the economic return to any Member on his or her investment in the CompanyCompany to any Member, to satisfy any requirements of federal or state legislation or regulations, court order, or action of any governmental administrative agency with respect the operation or ownership of the Hospital; (f) Intentionally omittedSubject to the terms of Section 2.5, to extend the term of the Company; and (g) Upon written notice to all Members, MedCath DTO Management may elect to expand the number of Managers up to nine (9) so that the Managers can serve as the governing body of the Hospital. In such event, the Managers shall include, in addition to MedCath DTO Management or its designee, the president or chief executive officer of the Hospital who shall be designated by MedCath DTO Management and three (3) additional Managers elected from time to time by the Investor Members one of whom must be the medical director of the hospital. The remaining Managers shall be elected from time to time by MedCathDTO Management. MedCath DTO Management may delegate to such governing body such duties and responsibilities of MedCath DTO Management as MedCath DTO Management deems necessary or appropriate. Notwithstanding the foregoing, in the event the number of Managers is expanded, the Investor Members shall continue to have the right to elect an Investor Manager who shall be designated to make decisions which are specifically authorized to be made by the Investor Manager under this Agreement and MedCath DTO Management shall continue to have the right to make decisions with respect to matters which are reserved for MedCath DTO Management at the time the number of Managers is so expanded.