Company Expenses. (a) In general, the Company's expenses shall be billed directly to and paid by the Company. The Company shall reimburse the Manager or its Affiliates for: (i) all Organization Expenses incurred by the Manager or its Affiliates in connection with the formation of the Company; (ii) the costs to the Manager or its Affiliates of goods, services, and materials used for and by the Company; and (iii) all reasonable travel and other out-of-pocket expenses incurred by the Managers in the development and management of the Company and its business. The reimbursement for expenses provided for in this Section 5.6(a) shall be made to the Manager or its Affiliates regardless of whether any distributions are made to the Members under Article VI and Article VII. (b) The Company shall also pay the following expenses of the Company: (i) All development and operational expenses of the Company, which may include, but are not limited to: the salary and related expenses of employees and staff of the Company, all costs of borrowed money, taxes, and assessments on the Hospital, and other taxes applicable to the Company; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); the maintenance of the Hospital and its Equipment may be performed by SAHI or one of its Affiliates as long as the charges to the Company for such services are commercially reasonable and no greater than the charges for such service from a third party service provider. (ii) In addition to reimbursements and other amounts due hereunder, a management fee equal to [***] ($[***]) per year due to SAHI as compensation for providing certain management services to the Company and a fee equal to Two Hundred Thousand Dollars ($200,000.00) per year as compensation for providing guarantees of the Company's indebtedness (the "Guaranty Fee") which fees shall be increased annually by the Consumer Price Index reasonably applied by the Company on January 1st of each year. In the event that CHN and SAHI hereafter guarantee additional indebtedness provided to the Company, they shall be paid and shall share an additional annual guarantee fee which shall be equal to, on a percentage basis, the Guaranty Fee, taking into consideration the percentage that the Guaranty Fee represents to the indebtedness of the Company guaranteed by MedCath as of the date hereof. (iii) Medical director's fee as approved by the Board for work performed by the Hospital's medical directors in accordance with the terms of medical director agreements. (iv) All fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the Company, which may include, but are not limited to: preparation and documentation of Company bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Company state and federal tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing ownership of a Membership Interest or Economic Interest in the Company or in connection with the business of the Company; expenses in connection with preparing and mailing reports required to be furnished to the Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 23 required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Members which the Board deems to be in the best interest of the Company; expenses of revising, amending, converting, modifying, or terminating the Company or this Agreement; costs incurred in connection with any litigation in which the Company is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Company; costs of any computer equipment or services used for or by the Company; the costs of preparing and disseminating informational material and documentation relating to potential sale, refinancing, or other disposition of the Hospital or the Equipment.
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Company Expenses. (a) In general, the Company's expenses shall be billed directly to and paid by the Company. The Company shall reimburse pay the Manager or its Affiliates for: (i) all Organization Expenses incurred by amounts due to LHMI under the Manager or its Affiliates in connection with the formation of the Company; (ii) the costs Management Services Agreement from time to the Manager or its Affiliates of goods, services, and materials used for and by the Company; and (iii) all reasonable travel and other out-of-pocket expenses incurred by the Managers in the development and management of the Company and its business. The reimbursement for expenses provided for in this Section 5.6(a) shall be made to the Manager or its Affiliates regardless of whether any distributions are made to the Members under Article VI and Article VIItime.
(b) The Company shall also pay the following expenses of the Company:
(i) All development and operational expenses of the Company, which may include, but are not limited to: the salary and related expenses of employees and staff of the CompanyHospital, all costs of borrowed money, taxes, and assessments on the Hospital, and other taxes applicable to the Company; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); and the maintenance of the Hospital and its Equipment Equipment, which may be performed by SAHI LHMI or one of its Affiliates as long as the charges to the Company for such services service are commercially reasonable and at a fair market price no greater than the charges for such service from a third party service provider.provider in an arm's length agreement;
(ii) In addition to reimbursements and other amounts due hereunder, a management fee equal to [***] ($[***]) per year due to SAHI as compensation for providing certain management services to the Company and a fee equal to Two Hundred Thousand Dollars ($200,000.00) per year as compensation for providing guarantees of the Company's indebtedness (the "Guaranty Fee") which fees shall be increased annually by the Consumer Price Index reasonably applied by the Company on January 1st of each year. In the event that CHN and SAHI hereafter guarantee additional indebtedness provided to the Company, they shall be paid and shall share an additional annual guarantee fee which shall be equal to, on a percentage basis, the Guaranty Fee, taking into consideration the percentage that the Guaranty Fee represents to the indebtedness of the Company guaranteed by MedCath as of the date hereof.
(iii) Medical A medical director's fee as in an amount approved by the Board for work performed by of Directors to be paid to the Hospital's medical directors in accordance with Medical Director of the terms of medical director agreements.Hospital pursuant to the Medical Director Agreement; and
(iviii) All fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the Company, which may include, but are not limited to: preparation and documentation of Company bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Company state and federal tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing ownership of a Membership Interest or Economic Interest in the Company or in connection with the business of the Company; expenses in connection with preparing and mailing reports required to be furnished to the Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 23 required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Members which the Board of Directors deems to be in the best interest of the Company; expenses of revising, amending, converting, modifying, or terminating the Company or this Agreement; costs incurred in connection with any litigation in which the Company is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Company; costs of any computer equipment or services used for or by the Company; and the costs of preparing and disseminating informational material and documentation relating to a potential sale, refinancing, or other disposition of the Hospital or the Equipment.
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Company Expenses. (a) In general, the Company's expenses shall be billed directly to and paid by the Company. The Company shall reimburse the Manager Managers or its their Affiliates for: (i) all Organization Expenses incurred by the Manager Managers or its their Affiliates in connection with the formation of the Company; (ii) the actual costs to the Manager Managers or its their Affiliates of goods, services, and materials used for and by the Company; and (iii) all reasonable travel and other out-of-pocket expenses incurred by the Managers in the development and management of the Company and its business. The reimbursement for expenses provided for in this Section 5.6(a) shall be made to the Manager Managers or its their Affiliates regardless of whether any distributions are made to the Members under Article VI and Article VII.
(b) The Company shall also pay the following expenses of the Company:
(i) All development and operational expenses of the Company, which may include, but are not limited to: the salary and related expenses of employees and staff of the CompanyHospital, all costs of borrowed money, taxes, and assessments on the Hospital, and other taxes applicable to the Company; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); the maintenance of the Hospital and its Equipment may be performed by SAHI MedCath or one of its Affiliates as long as the charges to the Company for such services service are commercially reasonable and no greater than the charges for such service from a third party service provider.;
(ii) In addition to reimbursements and other amounts due hereunder, a management fee Management Fee equal to [***] ($[***]) per year due to SAHI as compensation for providing certain management services MedCath which fees shall first accrue commencing on the first to the Company and a fee equal to Two Hundred Thousand Dollars ($200,000.00) per year as compensation for providing guarantees occur of the Company's indebtedness (the "Guaranty FeeCompletion Date") (X) the substantial completion of the construction of the Hospital if the Hospital is to be located in a new building (whether to be leased to or owned by the Company), or (Y) the closing of the purchase of the real property in which the Hospital is to be located if located in an existing building (either by the Company or by a third party who shall in turn lease such building to the Company) which fees shall be increased annually by the Consumer Price Index reasonably applied by the Company MedCath on January 1st of each year. In the event that CHN and SAHI hereafter guarantee additional indebtedness provided to the Company, they shall be paid and shall share an additional annual guarantee fee which shall be equal to, on a percentage basis, the Guaranty Fee, taking into consideration the percentage that the Guaranty Fee represents to the indebtedness of the Company guaranteed by MedCath as of the date hereof.;
(iii) Medical A medical director's fee equal to Fifty Thousand Dollars ($50,000.00) per year to be paid to the medical director of the Hospital which fee shall first accrue commencing as approved of the Completion Date, which fee shall be increased annually by the Board for work performed Consumer Price Index reasonably applied by the Hospital's medical directors in accordance with the terms MedCath on January 1st of medical director agreements.each year;
(iv) All fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the Company, which may include, but are not limited to: preparation and documentation of Company bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Company state and federal tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing ownership of a Membership Interest or Economic Interest in the Company or in connection with the business of the Company; expenses in connection with preparing and mailing reports required to be furnished to the Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 23 required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Members which the Board MedCath deems to be in the best interest of the Company; expenses of revising, amending, converting, modifying, or terminating the Company or this Agreement; costs incurred in connection with any litigation in which the Company is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Company; costs of any computer equipment or services used for or by the Company; the costs of preparing and disseminating informational material and documentation relating to potential sale, refinancing, or other disposition of the Hospital or the Equipment.. [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 18
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Company Expenses. (a) In general, the Company's expenses shall be billed directly to and paid by the Company. The Company shall reimburse the Manager Managers or its their Affiliates for: (i) all Organization Expenses incurred by the Manager Managers or its their Affiliates in connection with the formation of the Company; (ii) the actual costs to the Manager Managers or its their Affiliates of goods, services, and materials used for and by the Company; and (iii) all reasonable travel and other out-of-pocket expenses incurred by the Managers in the development and management of the Company and its business. The reimbursement for expenses provided for in this Section 5.6(a) shall be made to the Manager Managers or its their Affiliates regardless of whether any distributions are made to the Members under Article VI and Article VII.
(b) The Company shall also pay the following expenses of the Company:
(i) All development and operational expenses of the Company, which may include, but are not limited to: the salary and related expenses of employees and staff of the CompanyHospital, all costs of borrowed money, taxes, and assessments on the Hospital, and other taxes applicable to the Company; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); the maintenance of the Hospital and its Equipment may be performed by SAHI AHH Management or one of its Affiliates as long as the charges to the Company for such services service are commercially reasonable and no greater than the charges for such service from a third party service provider.;
(ii) In addition to reimbursements and other amounts due hereunder, a management fee Management Fee equal to [***] ($[***]) per year due to SAHI as compensation for providing certain management services AHH Management which fees shall first accrue commencing on the first to occur of (the "Completion Date") (X) the substantial completion of the construction of the Hospital if the Hospital is to be located in a new building (whether to be leased to or owned by the Company), or (Y) the closing of the purchase of the real property in which the Hospital is to be located if located in an existing building (either by the Company or by a third party who shall in turn lease such building to the Company and a Company) which fees shall be increased annually in proportion to annual increases in the Consumer Price Index for all Urban Consumers (All Items) published by the U.S. Department of Commerce, Bureau of Labor Statistics ("CPI"), as reasonably applied by AHH Management on January 1st of each year;
(iii) A medical director's fee equal to Two Hundred Thousand Dollars ($200,000.00) per year as compensation for providing guarantees to be paid to the medical director of the Company's indebtedness (Hospital selected by the "Guaranty Fee") Investor Manager and approved by AHH Management which fees fee shall first accrue commencing as of the Completion Date and which fee shall be increased annually by the Consumer Price Index CPI reasonably applied by the Company AHH Management on January 1st of each year. In the event that CHN and SAHI hereafter guarantee additional indebtedness provided to the Company, they shall be paid and shall share an additional annual guarantee fee which shall be equal to, on a percentage basis, the Guaranty Fee, taking into consideration the percentage that the Guaranty Fee represents to the indebtedness of the Company guaranteed by MedCath as of the date hereof.
(iii) Medical director's fee as approved by the Board for work performed by the Hospital's medical directors in accordance with the terms of medical director agreements.;
(iv) All fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the Company, which may include, but are not limited to: preparation and documentation of Company bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Company state and federal tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing ownership of a Membership Interest or Economic Interest in the Company or in connection with the business of the Company; expenses in connection with preparing and mailing reports required to be furnished to the Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 23 20 Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Members which the Board AHH Management deems to be in the best interest of the Company; expenses of revising, amending, converting, modifying, or terminating the Company or this Agreement; costs incurred in connection with any litigation in which the Company is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Company; costs of any computer equipment or services used for or by the Company; the costs of preparing and disseminating informational material and documentation relating to potential sale, refinancing, or other disposition of the Hospital or the Equipment.
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Company Expenses. (a) In general, the Company's expenses shall be billed directly to and paid by the Company. The Company shall reimburse the Manager Managers or its their Affiliates for: (i) all Organization Expenses incurred by the Manager Managers or its their Affiliates in connection with the formation of the Company; (ii) the actual costs to the Manager Managers or its their Affiliates of goods, services, and materials used for and by the Company; and (iii) all reasonable travel and other out-of-pocket expenses incurred by the Managers in the development and management of the Company and its business. The parties specifically recognize that DTO Management and its Affiliates have incurred legal fees, filing fees, and other out-of-pocket costs for the benefit of the Company, including costs connected with the preparation of securities law and health care law compliance documentation and filings, real estate acquisition matters and formation and registration of the Company, and agree that DTO Management shall be reimbursed for these amounts. The reimbursement for expenses provided for in this Section 5.6(a) shall be made to the Manager Managers or its their Affiliates regardless of whether any distributions are made to the Members under Article VI and Article VII.
(b) The Company shall also pay the following expenses of the Company:
(i) All development and operational expenses of the Company, which may include, but are not limited to: the salary and related expenses of employees and staff of the CompanyHospital, all costs of borrowed money, taxes, and assessments on the Hospital, and other taxes applicable to the Company; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); and the maintenance of the Hospital and its Equipment Equipment, which may be performed by SAHI DTO Management or one of its Affiliates as long as the charges to the Company for such services service are commercially reasonable and no greater than the charges for such service from a third party service provider.;
(ii) In addition to reimbursements and other amounts due hereunder, a management Management Fee shall be paid to DTO Management, which for periods prior to the opening of the Hospital for business shall equal [***] [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. ($[***]) per year and shall first accrue commencing with the month during which the Company receives the Capital Contributions described in Section 3.1(b), and shall be payable monthly on the last day of each month, and for periods after the opening of the Hospital for business shall equal two percent (2%) of the Hospital"s collected gross revenues for a month, and shall be payable monthly on or before the tenth (10th) day following the end of each month but which amount shall be no less than One Hundred Fifty Thousand Dollars ($150,000.00) per annum;
(iii) An annual medical director's fee of Fifty Thousand Dollars ($50,000) commencing with the beginning of the design process for the Hospital which annual fee shall be increased to One Hundred Thousand Dollars ($100,000) commencing as of the date on which the first of the following occurs: (X) the substantial completion of the construction of the Hospital if the Hospital is to be located in a new building (whether to be leased to or owned by the Company), or (Y) the closing of the purchase of the real property in which the Hospital is to be located if located in an existing building (either by the Company or by a third party who shall in turn lease such building to the Company) and shall be payable monthly on the last day of each month, which fee shall be increased annually by the Consumer Price Index reasonably applied by DTO Management on January 1st of each year;
(iv) As compensation for (X) the substantial efforts of the Investor Manager in assisting in the organization and development of the Company and the Hospital, (Y) for such Investor Manager's substantial and ongoing involvement in connection with the design, development and initial operations of the Hospital after the date hereof, and (Z) for serving as the Investor Manager in accordance with the terms of this Agreement and taking all reasonable efforts to ensure that the other Investor Members are adequately represented hereunder, the Investor Manager shall be paid a fee equal to [***] ($[***]) per annum commencing with the beginning of the design process for the Hospital for the two (2) year due to SAHI period commencing as compensation for providing certain management services to the Company and a of such date, which annual fee equal to Two Hundred Thousand Dollars shall be [***] ($200,000.00[***]) per year as compensation for providing guarantees of the Company's indebtedness (the "Guaranty Fee") which fees shall be increased annually by the Consumer Price Index reasonably applied by the Company on January 1st of each year. In the event that CHN and SAHI hereafter guarantee additional indebtedness provided to the Company, they shall be paid and shall share an additional annual guarantee fee which shall be equal to, on a percentage basis, the Guaranty Fee, taking into consideration the percentage that the Guaranty Fee represents to the indebtedness of the Company guaranteed by MedCath as of the date hereof.thereafter;
(iii) Medical director's fee as approved by the Board for work performed by the Hospital's medical directors in accordance with the terms of medical director agreements.
(ivv) All fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the Company, which may include, but are not limited to: preparation and documentation of Company bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Company state and federal tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing ownership of a Membership Interest or Economic [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 19 Interest in the Company or in connection with the business of the Company; expenses in connection with preparing and mailing reports required to be furnished to the Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 23 required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Members which the Board DTO Management deems to be in the best interest of the Company; expenses of revising, amending, converting, modifying, or terminating the Company or this Agreement; costs incurred in connection with any litigation in which the Company is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Company; costs of any computer equipment or services used for or by the Company; and the costs of preparing and disseminating informational material and documentation relating to a potential sale, refinancing, or other disposition of the Hospital or the Equipment; and
(vi) In the event that DTO Management and the Investor Member reasonably agree that it would be beneficial to the Company to have the advice of a third party consultant when making a Material Decision, the reasonable expenses of the third party consultant shall be an expense of the Company.
(c) Notwithstanding anything herein to the contrary, no amounts shall be earned, accrued or due from the Company under (b)(ii), (iii) or (iv) above to the extent that the Company has losses which (i) would be greater as a result of such amounts being earned, and (ii) which are resulting in additional Capital Contributions being required under Section 3.5(b)(ii).
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Company Expenses. (a) In general, the Company's expenses shall be billed directly to and paid by the Company. The Company shall reimburse pay the Manager or its Affiliates for: (i) all Organization Expenses incurred by amounts due to MHMI under the Manager or its Affiliates in connection with the formation of the Company; (ii) the costs Management Services Agreement from time to the Manager or its Affiliates of goods, services, and materials used for and by the Company; and (iii) all reasonable travel and other out-of-pocket expenses incurred by the Managers in the development and management of the Company and its business. The reimbursement for expenses provided for in this Section 5.6(a) shall be made to the Manager or its Affiliates regardless of whether any distributions are made to the Members under Article VI and Article VIItime.
(b) The Company shall also pay the following expenses of the Company:
(i) All development and operational expenses of the Company, which may include, but are not limited to: the salary and related expenses of employees and staff of the CompanyHospital, all costs of borrowed money, taxes, and assessments on the Hospital, and other taxes applicable to the Company; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); and the maintenance of the Hospital and its Equipment Equipment, which may be performed by SAHI MHMI or one of its Affiliates as long as the charges to the Company for such services service are commercially reasonable and no greater than the charges for such service from a third party service provider.;
(ii) In addition to reimbursements and other amounts due hereunder, a management fee equal to [***] ($[***]) per year due to SAHI as compensation for providing certain management services to the Company and a fee equal to Two Hundred Thousand Dollars ($200,000.00) per year as compensation for providing guarantees of the Company's indebtedness (the "Guaranty Fee") which fees shall be increased annually by the Consumer Price Index reasonably applied by the Company on January 1st of each year. In the event that CHN and SAHI hereafter guarantee additional indebtedness provided to the Company, they shall be paid and shall share an additional annual guarantee fee which shall be equal to, on a percentage basis, the Guaranty Fee, taking into consideration the percentage that the Guaranty Fee represents to the indebtedness of the Company guaranteed by MedCath as of the date hereof.
(iii) Medical A medical director's fee as in an amount approved by the Board of Directors which shall be at fair market value to be paid to the Medical Director of the Hospital for work performed by services actually rendered pursuant to the Hospital's medical directors in accordance with the terms of medical director agreements.Medical Director Agreement; and
(iviii) All fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the Company, which may include, but are not limited to: preparation and documentation of Company bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Company state and federal tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing ownership of a Membership Interest or Economic Interest in the Company or in connection with the business of the Company; expenses in connection with preparing and mailing reports required to be furnished to the Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 23 required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Members which the Board of Directors deems to be in the best interest of the Company; expenses of revising, amending, converting, modifying, or terminating the Company or this Agreement; costs incurred in connection with any litigation in which the Company is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Company; costs of any computer equipment or services used for or by the Company; and the costs of preparing and disseminating informational material and documentation relating to a potential sale, refinancing, or other disposition of the Hospital or the Equipment.
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Company Expenses. (a) In general, the Company's expenses shall be billed directly to and paid by the Company. The Company shall reimburse the Manager Managers or its their Affiliates for: (i) all Organization Expenses incurred by the Manager Managers or its their Affiliates in connection with the formation of the Company; (ii) the actual costs to the Manager Managers or its their Affiliates of goods, services, and materials used for and by the Company; and (iii) all reasonable travel and other out-of-pocket expenses incurred by the Managers in the development and management of the Company and its business. The parties specifically recognize that DTO Management and its Affiliates have incurred legal fees, filing fees, and other out-of-pocket costs for the benefit of the Company, including costs connected with the preparation of securities law and health care law compliance documentation and filings, real estate acquisition matters and formation and registration of the Company, and agree that DTO Management shall be reimbursed for these amounts. The reimbursement for expenses provided for in this Section 5.6(a) shall be made to the Manager Managers or its their Affiliates regardless of whether any distributions are made to the Members under Article VI and Article VII.
(b) The Company shall also pay the following expenses of the Company:
(i) All development and operational expenses of the Company, which may include, but are not limited to: the salary and related expenses of employees and staff of the CompanyHospital, all costs of borrowed money, taxes, and assessments on the Hospital, and other taxes applicable to the Company; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); and the maintenance of the Hospital and its Equipment Equipment, which may be performed by SAHI DTO Management or one of its Affiliates as long as the charges to the Company for such services service are commercially reasonable and no greater than the charges for such service from a third party service provider.;
(ii) In addition to reimbursements and other amounts due hereunder, a management fee equal Management Fee shall be paid to [***] ($[***]) per year due to SAHI as compensation DTO Management, which for providing certain management services periods prior to the Company and a fee opening of the Hospital for business shall equal to Two One Hundred Thousand Dollars ($200,000.00100,000.00) per year as compensation and shall first accrue commencing with the month during which the Company receives the Capital Contributions described in Section 3.1(b), and shall be payable monthly on the last day of each month, and for providing guarantees periods after the opening of the Hospital for business shall equal two percent (2%) of the Hospital's collected gross revenues for a month, and shall be payable monthly on or before the tenth (10th) day following the end of each month but which amount shall be no less than One Hundred Fifty Thousand Dollars ($150,000.00) per annum;
(iii) An annual medical director's fee of Fifty Thousand Dollars ($50,000) commencing with the beginning of the design process for the Hospital which annual fee shall be increased to One Hundred Thousand Dollars ($100,000) commencing as of the date on which the first of the following occurs: (X) the substantial completion of the construction of the Hospital if the Hospital is to be located in a new building (whether to be leased to or owned by the Company's indebtedness ), or (Y) the "Guaranty Fee"closing of the purchase of the real property in which the Hospital is to be located if located in an existing building (either by the Company or by a third party who shall in turn lease such building to the Company) and shall be payable monthly on the last day of each month, which fees fee shall be increased annually by the Consumer Price Index reasonably applied by the Company DTO Management on January 1st of each year. In ;
(iv) As compensation for (X) the event that CHN substantial efforts of the Investor Manager in assisting in the organization and SAHI hereafter guarantee additional indebtedness provided to the Company, they shall be paid and shall share an additional annual guarantee fee which shall be equal to, on a percentage basis, the Guaranty Fee, taking into consideration the percentage that the Guaranty Fee represents to the indebtedness development of the Company guaranteed by MedCath as and the Hospital, (Y) for such Investor Manager's substantial and ongoing involvement in connection with the design, development and initial operations of the Hospital after the date hereof.
, and (iiiZ) Medical director's fee for serving as approved by the Board for work performed by the Hospital's medical directors Investor Manager in accordance with the terms of medical director agreements.this Agreement and taking all reasonable efforts to ensure that the other Investor Members are adequately represented hereunder, the Investor Manager shall be paid a fee equal to Fifty Thousand Dollars ($50,000.00) per annum commencing with the beginning of the design process for the Hospital for the two (2) year period commencing as of such date, which annual fee shall be Twenty-Five Thousand Dollars ($25,000.00) per year thereafter;
(ivv) All fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the Company, which may include, but are not limited to: preparation and documentation of Company bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Company state and federal tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing ownership of a Membership Interest or Economic Interest in the Company or in connection with the business of the Company; expenses in connection with preparing and mailing reports required to be furnished to the Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 23 required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Members which the Board DTO Management deems to be in the best interest of the Company; expenses of revising, amending, converting, modifying, or terminating the Company or this Agreement; costs incurred in connection with any litigation in which the Company is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Company; costs of any computer equipment or services used for or by the Company; and the costs of preparing and disseminating informational material and documentation relating to a potential sale, refinancing, or other disposition of the Hospital or the Equipment; and
(vi) In the event that DTO Management and the Investor Member reasonably agree that it would be beneficial to the Company to have the advice of a third party consultant when making a Material Decision, the reasonable expenses of the third party consultant shall be an expense of the Company.
(c) Notwithstanding anything herein to the contrary, no amounts shall be earned, accrued or due from the Company under (b)(ii), (iii) or (iv) above to the extent that the Company has losses which (i) would be greater as a result of such amounts being earned, and (ii) which are resulting in additional Capital Contributions being required under Section 3.5(b)(ii).
Appears in 1 contract
Samples: Operating Agreement (Medcath Inc)
Company Expenses. (a) In general, the Company's expenses shall be billed directly to and paid by the Company. The Company shall reimburse pay the Manager or its Affiliates for: (i) all Organization Expenses incurred by amounts due to DCHMI under the Manager or its Affiliates in connection with the formation of the Company; (ii) the costs Management Services Agreement from time to the Manager or its Affiliates of goods, services, and materials used for and by the Company; and (iii) all reasonable travel and other out-of-pocket expenses incurred by the Managers in the development and management of the Company and its business. The reimbursement for expenses provided for in this Section 5.6(a) shall be made to the Manager or its Affiliates regardless of whether any distributions are made to the Members under Article VI and Article VIItime.
(b) The Company shall also pay the following expenses of the Company:
(i) All development and operational expenses of the Company, which may include, but are not limited to: the salary and related expenses of employees and staff of the CompanyHospital and the Hospital President and other members of Hospital’s senior management team who may be employed by MedCath Incorporated, as well as the costs of all employee benefits for such employees whether employed by Hospital or MedCath, including without limitation (as applicable) the employer’s contribution to F.I.C.A., unemployment compensation and other employment taxes, all bonuses, pension or profit sharing plan contributions, worker’s compensation, group life, accident and health insurance premiums, disability and other benefits when applicable, all costs of borrowed moneymoney including without limitation all principal, interest and other costs relating to the MFC Loans, taxes, and assessments on the Hospital, and other taxes applicable to the Company; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); and the maintenance of the Hospital and its Equipment Equipment, which may be performed by SAHI DCHMI or one of its Affiliates as long as the charges to the Company for such services are commercially reasonable fair market value, and no greater than principal, interest and expenses due on any loans from MFC or other lender of the charges for such service from a third party service provider.Company;
(ii) In addition to reimbursements and other amounts due hereunder, a management A medical director’s fee equal to [***] ($[***]) per year due to SAHI as compensation for providing certain management services to the Company and a fee equal to Two Hundred Thousand Dollars ($200,000.00) per year as compensation for providing guarantees of the Company's indebtedness (the "Guaranty Fee") which fees shall be increased annually by the Consumer Price Index reasonably applied by the Company on January 1st of each year. In the event that CHN and SAHI hereafter guarantee additional indebtedness provided to the Company, they shall be paid and shall share in an additional annual guarantee fee which shall be equal to, on a percentage basis, the Guaranty Fee, taking into consideration the percentage that the Guaranty Fee represents to the indebtedness of the Company guaranteed by MedCath as of the date hereof.
(iii) Medical director's fee as amount approved by the Board of Directors which shall be at fair market value to be paid to the Medical Director of the Hospital for work performed by services actually rendered pursuant to the Hospital's medical directors in accordance with the terms of medical director agreements.Medical Director Agreement;
(iviii) All fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the Company, which may include, but are not limited to: the legal fees and expenses of Xxxxx & Xxx Xxxxx, PLLC incurred in preparation and negotiation of this Agreement and the Company’s Private Placement Memorandum, the Management Services Agreement, the Right of First Refusal and the Hospital Professional Services Agreement (collectively referred to as the “Other Documents”); the legal fees and expenses of Xxxxxxxx Weeks XxXxxxxx & Xxxxxxxxxxx, P.A., counsel for the Investor Members, for its efforts in preparing this Agreement and the Other Documents and for advising the Company on compliance with Arizona law; preparation and documentation of Company bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Company state and federal tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing ownership of a Membership Interest or Economic Interest in the Company or in connection with the business of the Company; expenses in connection with preparing and mailing reports required to be furnished to the Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 23 required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Members which the Board of Directors deems to be in the best interest of the Company; expenses of revising, amending, converting, modifying, or terminating the Company or this Agreement; costs incurred in connection with any litigation in which the Company is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Company; costs of any computer equipment or services used for or by the Company; and the costs of preparing and disseminating informational material and documentation relating to a potential sale, refinancing, or other disposition of the Hospital or the Equipment; and
(iv) A fair market value consulting fee may be paid to one Investor Member to compensate such individual for their documented time and efforts to assist in the operations and development of the Company’s business prior to the opening of the Hospital.
Appears in 1 contract
Samples: Operating Agreement (Medcath Corp)
Company Expenses. (a) In general, the Company's expenses shall be billed directly to and paid by the Company. The Company shall reimburse the Manager or its Affiliates for: (i) all Organization Expenses incurred by the Manager or its Affiliates in connection with the formation of the Company; (ii) the actual costs to the Manager or its Affiliates of goods, services, and materials used for and by the Company; and (iii) all reasonable travel and other out-of-pocket expenses incurred by the Managers Manager in the development and management of the Company and its business. Notwithstanding the above provision, each party hereto shall bear the costs of its own legal fees incurred prior to the execution of this Agreement in connection with this venture and the Manager shall not be reimbursed for any salary or compensation of its employees or its Affiliates' employees for services prior to the execution of this Agreement (i.e., the Manager and its Affiliates shall not be entitled to a reimbursement of corporate overhead resulting from employee compensation); provided, the parties hereto specifically recognize that the Manager and its Affiliates have incurred legal fees, filing fees, and other out-of-pocket costs for the benefit of the Company, including costs in connection with the preparation of documents for securities law and health care law compliance, real estate acquisition matters and formation and registration of the Company, and agree that the Manager shall be reimbursed for the first $25,000.00 of such costs. The reimbursement for expenses provided for in this Section 5.6(a5.7(a) shall be made to the Manager or its Affiliates regardless of whether any distributions are made to the Members under Article VI and Article VII.
(b) The Company shall also pay the following expenses of the Company:
(i) All development and operational expenses of the Company, which may include, but are not limited to: the salary and related expenses of employees and staff of the CompanyHospital, all costs of borrowed money, taxes, and assessments on the Hospital, and other taxes applicable to the Company; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); and the maintenance of the Hospital and its Equipment Equipment, which may be performed by SAHI HHBF or one of its Affiliates as long as the charges to the Company for such services service are commercially reasonable and no greater than the charges for such service from a third party service provider.;
(ii) In addition to reimbursements and other amounts due hereunder, a management fee equal to [***] ($[***]) per year due to SAHI as compensation for providing certain management services to the Company and a fee equal to Two Hundred Thousand Dollars ($200,000.00) per year as compensation for providing guarantees of the Company's indebtedness (the "Guaranty Fee") which fees shall be increased annually by the Consumer Price Index reasonably applied by the Company on January 1st of each year. In the event that CHN and SAHI hereafter guarantee additional indebtedness provided to the Company, they shall be paid and shall share an additional annual guarantee fee which shall be equal to, on a percentage basis, the Guaranty Fee, taking into consideration the percentage that the Guaranty Fee represents to the indebtedness of the Company guaranteed by MedCath as of the date hereof.
(iii) Medical director's fee as approved by the Board for work performed by the Hospital's medical directors in accordance with the terms of medical director agreements.
(iv) All fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the Company, which may include, but are not limited to: preparation and documentation of Company bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Company state and federal tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing ownership of a Membership Interest or Economic Interest in the Company or in connection with the business of the Company; expenses in connection with preparing and mailing reports required to be furnished to the Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 23 required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Members which the Board HHBF deems to be in the best interest of the Company; expenses of revising, amending, converting, modifying, or terminating the Company or this Agreement; costs incurred in connection with any litigation in which the Company is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Company; costs of any computer equipment or services used for or by the Company; and the costs of preparing and disseminating informational material and documentation relating to a potential sale, refinancing, or other disposition of the Hospital or the Equipment.
Appears in 1 contract
Samples: Operating Agreement (Medcath Corp)
Company Expenses. (a) In general, the Company's expenses shall be billed directly to and paid by the Company. The Company shall reimburse the Manager Managers or its their Affiliates for: (i) all Organization Expenses incurred by the Manager Managers or its their Affiliates in connection with the formation of the Company; (ii) the actual costs to the Manager Managers or its their Affiliates of goods, services, and materials used for and by the Company; and (iii) all reasonable travel and other out-of-pocket expenses incurred by the Managers in the development and management of the Company and its business. The reimbursement for expenses provided for in this Section 5.6(a) shall be made to the Manager Managers or its their Affiliates regardless of whether any distributions are made to the Members under Article VI and Article VII.
(b) The Company shall also pay the following expenses of the Company:
(i) All development and operational expenses of the Company, which may include, but are not limited to: the salary and related expenses of employees and staff of the CompanyHospital, all costs of borrowed money, taxes, and assessments on the Hospital, and other taxes applicable to the Company; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); the maintenance of the Hospital and its Equipment may be performed by SAHI AHH Management or one of its Affiliates as long as the charges to the Company for such services service are commercially reasonable and no greater than the charges for such service from a third party service provider.;
(ii) In addition to reimbursements and other amounts due hereunder, a management fee Management Fee equal to [***] Two Hundred Thousand Dollars ($[***]200,000.00) per year due to SAHI as compensation for providing certain management services AHH Management which fees shall first accrue commencing on the first to occur of (the "Completion Date") (X) the substantial completion of the construction of the Hospital if the Hospital is to be located in a new building (whether to be leased to or owned by the Company), or (Y) the closing of the purchase of the real property in which the Hospital is to be located if located in an existing building (either by the Company or by a third party who shall in turn lease such building to the Company and a Company) which fees shall be increased annually in proportion to annual increases in the Consumer Price Index for all Urban Consumers (All Items) published by the U.S. Department of Commerce, Bureau of Labor Statistics ("CPI"), as reasonably applied by AHH Management on January 1st of each year;
(iii) A medical director's fee equal to Two Hundred Thousand Dollars ($200,000.00) per year as compensation for providing guarantees to be paid to the medical director of the Company's indebtedness (Hospital selected by the "Guaranty Fee") Investor Manager and approved by AHH Management which fees fee shall first accrue commencing as of the Completion Date and which fee shall be increased annually by the Consumer Price Index CPI reasonably applied by the Company AHH Management on January 1st of each year. In the event that CHN and SAHI hereafter guarantee additional indebtedness provided to the Company, they shall be paid and shall share an additional annual guarantee fee which shall be equal to, on a percentage basis, the Guaranty Fee, taking into consideration the percentage that the Guaranty Fee represents to the indebtedness of the Company guaranteed by MedCath as of the date hereof.
(iii) Medical director's fee as approved by the Board for work performed by the Hospital's medical directors in accordance with the terms of medical director agreements.;
(iv) All fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the Company, which may include, but are not limited to: preparation and documentation of Company bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Company state and federal tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing 34 ownership of a Membership Interest or Economic Interest in the Company or in connection with the business of the Company; expenses in connection with preparing and mailing reports required to be furnished to the Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 23 required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Members which the Board AHH Management deems to be in the best interest of the Company; expenses of revising, amending, converting, modifying, or terminating the Company or this Agreement; costs incurred in connection with any litigation in which the Company is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Company; costs of any computer equipment or services used for or by the Company; the costs of preparing and disseminating informational material and documentation relating to potential sale, refinancing, or other disposition of the Hospital or the Equipment.
Appears in 1 contract
Samples: Operating Agreement (Medcath Inc)
Company Expenses. (a) In generalFor management services provided to the Company, the Company's expenses Company shall pay to MedCath, beginning upon the Commencement Date as defined in Section 4.01 of the Management and Service Agreement, an annual management fee equal to Seven Hundred Fifty Thousand Dollars ($750,000) for those services provided by MedCath as further described on Exhibit D attached hereto. The fee shall be billed directly to payable in monthly installments of Sixty Two Thousand Five Hundred Dollars ($62,500) on or before the fifteenth (15th) day following the end of each month and paid by the Company. The Company shall reimburse the Manager or its Affiliates for: (i) all Organization Expenses incurred by the Manager or its Affiliates in connection with the formation of the Company; (ii) the costs to the Manager or its Affiliates of goods, services, and materials used fees for and by the Company; and (iii) all reasonable travel and other out-of-pocket expenses incurred by the Managers in the development and management of the Company and its business. The reimbursement for expenses provided for in this Section 5.6(a) any partial month shall be made to the Manager or its Affiliates regardless of whether any distributions are made to the Members under Article VI and Article VII.pro-rated;
(b) The Company shall also pay the following expenses of the Company:
(i) All development all expenses incurred by MedCath or its Affiliate in connection with necessary corporate filings for the Company with the North Carolina Secretary of State, related taxes, and operational registration and filing fees, and expenses incurred after the Effective Date related to the amendment of this Agreement;
(ii) the actual costs to MedCath or its Affiliates of goods, services, and materials used for and by the Company (not to exceed the acquisition cost of such goods, services and materials) for those services not included in Exhibit D (costs not exclusively incurred for the benefit of the Company shall be pro-rated according to the relative benefit received by the Company);
(iii) the recruitment, which may include, but are not limited to: the salary and related expenses of employees and staff of the Company, ;
(iv) all costs of borrowed money, taxes, and assessments on the HospitalCompany, and other taxes applicable to the Company; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); the maintenance of the Hospital and its Equipment may be performed by SAHI or one of its Affiliates as long as the charges to the Company for such services are commercially reasonable and no greater than the charges for such service from a third party service provider.Cath Labs;
(iiv) In addition to reimbursements all reasonable travel and other amounts due hereunder, a out-of-pocket expenses incurred by MedCath in the development and management fee equal to [***] ($[***]) per year due to SAHI as compensation for providing certain management services to of the Company and a fee equal to Two Hundred Thousand Dollars ($200,000.00) per year as compensation for providing guarantees of the Company's indebtedness (the "Guaranty Fee") which fees shall be increased annually by the Consumer Price Index reasonably applied by the Company on January 1st of each year. In the event that CHN and SAHI hereafter guarantee additional indebtedness provided its business to the Company, they shall be paid and shall share an additional annual guarantee fee which shall be equal to, on a percentage basis, extent consistent with any budget approved in the Guaranty Fee, taking into consideration the percentage that the Guaranty Fee represents to the indebtedness of the Company guaranteed by MedCath as of the date hereof.
(iii) Medical director's fee as approved manner set forth in this Agreement or consistent with policies established by the Board of Directors. The reimbursement for work performed by expenses and payment of fees to MedCath provided for in this Section shall be made to MedCath or its Affiliates regardless of whether any distributions are made to the Hospital's medical directors in accordance with the terms of medical director agreements.Members under Article VI and Article VII; and
(ivvi) All all fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the CompanyCompany (to the extent such fees and expenses are not for services MedCath is obligated to provide pursuant to Exhibit D), which may include, but are not limited to: preparation and documentation of Company bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Company state and federal income tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing ownership of a Membership Interest or Economic Interest in the Company or in connection with the business of the Company; expenses in connection with preparing and mailing reports required to be furnished to the Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 23 required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Members which the Board of Directors deems to be in the best interest of the Company; expenses of revising, amending, converting, modifying, or terminating the Company or this Agreement; costs incurred in connection with any litigation in which the Company is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Company; allocable costs of any computer equipment or services used for or by the Company; and the costs of preparing and disseminating informational material and documentation relating to a potential sale, refinancing, or other disposition of the Hospital or the Equipment.
Appears in 1 contract
Samples: Operating Agreement (Medcath Corp)
Company Expenses. (a) In general, the Company's expenses shall be billed directly to and paid by the Company. The Company shall reimburse the Manager Managers or its their Affiliates for: (i) all Organization Expenses incurred by the Manager Managers or its their Affiliates in connection with the formation of the Company; (ii) the actual costs to the Manager Managers or its their Affiliates of goods, services, and materials used for and by the Company; and (iii) all reasonable travel and other out-of-pocket expenses incurred by the Managers in the development and management of the Company and its business. The reimbursement for expenses provided for in this Section 5.6(a) shall be made to the Manager Managers or its their Affiliates regardless of whether any distributions are made to the Members under Article VI and Article VII.
(b) The Company shall also pay the following expenses of the Company:
(i) All development and operational expenses of the Company, which may include, but are not limited to: the salary and related expenses of any employees and staff of the CompanyLaboratory, all costs of borrowed money, taxes, and assessments on the HospitalLaboratory, and other taxes applicable to the Company; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital Laboratory (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); the maintenance of the Hospital Laboratory and its Equipment may be performed by SAHI or one of its Affiliates as long as the charges to the Company for such services service are commercially reasonable and no greater than the charges for such service from a third party service provider.;
(ii) In addition to reimbursements and other amounts due hereunder, a management fee equal to [***] ($[***]) per year due to SAHI as compensation for providing certain management services to the Company and a fee equal to Two Hundred Thousand Dollars ($200,000.00) per year as compensation for providing guarantees of the Company's indebtedness (the "Guaranty Fee") which fees shall be increased annually by the Consumer Price Index reasonably applied by the Company on January 1st of each year. In the event that CHN and SAHI hereafter guarantee additional indebtedness provided to the Company, they shall be paid and shall share an additional annual guarantee fee which shall be equal to, on a percentage basis, the Guaranty Fee, taking into consideration the percentage that the Guaranty Fee represents to the indebtedness of the Company guaranteed by MedCath as of the date hereof.
(iii) Medical director's fee as approved by the Board for work performed by the Hospital's medical directors in accordance with the terms of medical director agreements.
(iv) All fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the Company, which may include, but are not limited to: preparation and documentation of Company bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Company state and federal tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing ownership of a Membership Interest or Economic Interest in the Company or in connection with the business of the Company; expenses in connection with preparing and mailing reports required to be furnished to the Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 23 required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Members which the Board SAHI deems to be in the best interest of the Company; expenses of revising, amending, converting, modifying, or terminating the Company or this Agreement; costs incurred in connection with any litigation in which the Company is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Company; costs of any computer equipment or services used for or by the Company; the costs of preparing and disseminating informational material and documentation relating to potential sale, refinancing, or other disposition of the Hospital Laboratory or the Equipment.
Appears in 1 contract
Samples: Operating Agreement (Medcath Inc)
Company Expenses. (a) In general, the Company's expenses shall be billed directly to and paid by the Company. The Company shall reimburse the Manager Managers or its their Affiliates for: (i) all Organization Expenses incurred by the Manager Managers or its their Affiliates in connection with the formation of the Company; (ii) the actual costs to the Manager Managers or its their Affiliates of goods, services, and materials used for and by the Company; and (iii) all reasonable travel and other out-of-pocket expenses incurred by the Managers in the development and management of the Company and its business. The parties specifically recognize that DTO Management and its Affiliates have incurred legal fees, filing fees, and other out-of-pocket costs for the benefit of the Company, including costs connected with the preparation of securities law and health care law compliance documentation and filings, real estate acquisition matters and formation and registration of the Company, and agree that DTO Management shall be reimbursed for these amounts. The reimbursement for expenses provided for in this Section 5.6(a) shall be made to the Manager Managers or its their Affiliates regardless of whether any distributions are made to the Members under Article VI and Article VII.
(b) The Company shall also pay the following expenses of the Company:
(i) All development and operational expenses of the Company, which may include, but are not limited to: the salary and related expenses of employees and staff of the CompanyHospital, all costs of borrowed money, taxes, and assessments on the Hospital, and other taxes applicable to the Company; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); and the maintenance of the Hospital and its Equipment Equipment, which may be performed by SAHI DTO Management or one of its Affiliates as long as the charges to the Company for such services service are commercially reasonable and no greater than the charges for such service from a third party service provider.;
(ii) In addition to reimbursements and other amounts due hereunder, a management fee equal Management Fee shall be paid to [***] ($[***]) per year due to SAHI as compensation DTO Management, which for providing certain management services periods prior to the Company and a fee opening of the Hospital for business shall equal to Two One Hundred Thousand Dollars ($200,000.00100,000.00) per year as compensation and shall first accrue commencing with the month during which the Company receives the Capital Contributions described in Section 3.1(b), and shall be payable monthly on the last day of each month, and for providing guarantees periods after the opening of the Hospital for business shall equal two percent (2%) of the Hospital's net revenues for a month, and shall be payable monthly on or before the tenth (10th) day following the end of each month but which amount shall be no less than One Hundred Fifty Thousand Dollars ($150,000.00) per annum;
(iii) An annual medical director's fee of Fifty Thousand Dollars ($50,000) commencing with the beginning of the design process for the Hospital which annual fee shall be increased to One Hundred Thousand Dollars ($100,000) commencing as of the date on which the first of the following occurs: (X) the substantial completion of the construction of the Hospital if the Hospital is to be located in a new building (whether to be leased to or owned by the Company's indebtedness ), or (Y) the "Guaranty Fee"closing of the purchase of the real property in which the Hospital is to be located if located in an existing building (either by the Company or by a third party who shall in turn lease such building to the Company) and shall be payable monthly on the last day of each month, which fees fee shall be increased annually by the Consumer Price Index reasonably applied by the Company DTO Management on January 1st of each year. In the event that CHN and SAHI hereafter guarantee additional indebtedness provided to the Company, they shall be paid and shall share an additional annual guarantee fee which shall be equal to, on a percentage basis, the Guaranty Fee, taking into consideration the percentage that the Guaranty Fee represents to the indebtedness of the Company guaranteed by MedCath as of the date hereof.
(iii) Medical director's fee as approved by the Board for work performed by the Hospital's medical directors in accordance with the terms of medical director agreements.;
(iv) All fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the Company, which may include, but are not limited to: preparation and documentation of Company bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Company state and federal tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing ownership of a Membership Interest or Economic Interest in the Company or in connection with the business of the Company; expenses in connection with preparing and mailing reports required to be furnished to the Members or Economic Interest Owners for tax reporting or other purposes, including reports, if any, that may be [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 23 required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Members which the Board DTO Management deems to be in the best interest of the Company; expenses of revising, amending, converting, modifying, or terminating the Company or this Agreement; costs incurred in connection with any litigation in which the Company is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Company; costs of any computer equipment or services used for or by the Company; and the costs of preparing and disseminating informational material and documentation relating to a potential sale, refinancing, or other disposition of the Hospital or the Equipment; and
(v) In the event that DTO Management and the Investor Members reasonably agree that it would be beneficial to the Company to have the advice of a third party consultant when making a Material Decision, the reasonable expenses of the third party consultant shall be an expense of the Company.
(c) Notwithstanding anything herein to the contrary, no amounts shall be earned, accrued or due from the Company under (b)(ii), (iii) or (iv) above to the extent that the Company has losses which (i) would be greater as a result of such amounts being earned, and (ii) which are resulting in additional Capital Contributions being required under Section 3.5(b)(ii).
Appears in 1 contract
Samples: Operating Agreement (Medcath Corp)
