Common use of Other Business of Partners Clause in Contracts

Other Business of Partners. (a) Subject to (b) below, any Partner may engage independently or with others in other business ventures of every nature and description, including without limitation the purchase of medical equipment, the rendering of medical services of any kind, and the making or management of other investments and neither the Partnership nor any Partner shall have any right by virtue of this Agreement or the relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom, and the pursuit of such ventures. (b) Except as specifically provided in this Section 5.9, as long as any Partner owns a Partnership Interest in the Partnership, and for a period of five (5) years after a Partner ceases for any reason to own a Partnership Interest in the Partnership, neither a Partner, Investor Entity, Owner, Practice nor any of their respective Affiliates, shall hold, directly or indirectly, an investment, ownership or other beneficial interest in (x) any hospital, or (y) any other Entity (including a sole proprietorship) which provides any of the following services or facilities: cardiac catheterization, angioplasty, peripheral angioplasty, atherectomy, stenting and PTCA or other cardiac surgical procedures or services (collectively, the "Services"), in any case within a fifty (50) mile radius of the Hospital or in the cities of Fredericksburg and Kerrville, Texas (collectively, the "Territory"). Notwithstanding the terms of this Section 5.9(b): (i) No Partner or Owner who is a physician shall be prohibited from maintaining his or her staff privileges and admitting and treating patients at any other hospital, nor from performing and receiving professional fees for interventional cardiac catheterization at any other hospital; (ii) Nothing herein shall prohibit a Partner, Owner, Practice or their Affiliates from owning up to three percent (3%) of the outstanding capital stock of a company whose stock is publicly traded and listed on a nationally recognized securities exchange or from investing in a publicly traded mutual fund or making other investments with the prior written approval of the General Partner; (iii) Nothing herein shall prevent the Investor Limited Partner, an Owner or a Practice from operating a cardiac catheterization laboratory in the MOB located on the Hospital's campus; provided, however, that, among the Investor Limited Partner, the Owners and the Practices, there may only be a total of two (2) cardiac catheterization laboratories in the MOB and further provided that (aa) only diagnostic and therapeutic (but not interventional) cardiac catheterization services may be provided in such laboratory and (bb) SAHMI or an Affiliate is engaged to manage the laboratories; (iv) Subject to the limitations set forth in (iii) above, any Owner who is a physician may personally perform the professional physician services required for therapeutic and diagnostic cardiovascular services (other than interventional cardiac catheterization services) including, but not limited to, nuclear imaging, echocardiography, stress testing and other similar ancillary services, directly for his or her patients at the office established by such physician for the conduct of his regular medical practice, or at any hospital or any other facility and such Owner shall not be prevented from billing and receiving professional fees as a result of his or her professional medical services from any payor; (v) Nothing herein shall prevent SAHMI or its Affiliates from separately operating a mobile catheterization laboratory within the Territory, but only if either SAHMI or an Affiliate thereof is providing such service as of the effective date of this Agreement pursuant to a lease of six (6) months or less to a provider who is already providing cath lab services. In addition, SAHMI or its Affiliates may provide new mobile catheterization laboratory services in the Territory following the execution of this Agreement so long as the Partnership does not elect to provide such service with the approval for providing such service by the General Partner not to be unreasonably withheld; (vi) Nothing herein shall prevent any Owner from personally performing professional medical services directly for his or her patients at any hospital or facility and from billing and receiving professional fees as a result of his or her professional medical services from any payor; (vii) Nothing herein shall prevent any Owner from continuing to hold an ownership interest in an Entity which owns or leases a cardiac catheterization lab provided that such Owner held an ownership interest prior to April, 1, 2001; and (viii) Notwithstanding the foregoing, in the event that any Partner, Investor Entity, Practice or Owner (whether alone or in conjunction with any third party) wishes to develop, own, manage, operate or otherwise participate in any entity within the Territory but outside of the area within the Highway 1604 Loop related to the provision of diagnostic and therapeutic, but excluding interventional, cardiac catheterization services, such Investor Entity, Practice, Owner or Partner shall, prior to agreeing to any such transaction or agreeing to vote his, her, or its interest to approve such transaction, give the other Partners written notice of such proposed transaction including all terms and conditions (the "Third Party Notice"). The other Partners who receive the Third Party Notice shall then have forty-five (45) days following receipt of the Third Party Notice to elect to agree to all material terms and conditions of the transaction including, without limitation, the time period over which any payments shall be made, set forth in the Third Party Notice (the "Option"), in which event such transaction shall be entered into only between the Partners. In the event the Partners receiving the Third Party Notice do not elect to exercise any such Option within such forty-five (45) day period, the applicable Investor Entity, Practice, Partner or Owner may enter into the transaction set forth in the Third Party Notice only within the ninety (90) day period immediately following such forty-five (45) day period. In the event that such Partner or Owner fails to enter into such transaction within such ninety (90) day period, then the terms and conditions of this Section 5.9(b)(viii) shall again apply. (c) The Partners and Owners have reviewed the term and geographical restrictions included in Section 5.9(b), and in light of the interests of the parties hereto, agree that such restrictions are fair and reasonable. (d) In order to ensure that the Hospital has available to it at all times leading and qualified cardiologists and cardiovascular surgeons, as of the date hereof the Partnership is entering into the Hospital Professional Services Agreements (the "Professional Services Agreements") with the Owners who are physicians or the Practices which Professional Services Agreement includes in paragraph 7 thereof certain covenants by the Owners who are Physicians or Practices which are designed to ensure that the Owners who are physicians will be available to the Hospital from time to time in order to enable it to meet its objectives of being an efficient, quality provider of cardiology and cardiovascular services. The parties acknowledge and agree that the execution of the Professional Services Agreement by the Physician Owners or Practices is further consideration for the execution by all of the Partners of this Agreement. (e) If there is a breach or threatened breach of the provisions of this Section 5.9 of this Agreement, in addition to other remedies at law or equity, the non-breaching party shall be entitled to injunctive relief. The parties desire and intend that the provisions of this Section 5.9 shall be enforced to the fullest extent permissible under the law and public policies applied, but the unenforceability or modification of any particular paragraph, subparagraph, sentence, clause, phrase, word, or figure shall not be deemed to render unenforceable the remainder of this Section 5.9. Should any such paragraph, subparagraph, sentence, clause, phrase, word, or figure be adjudicated to be wholly invalid or unenforceable, a court with applicable authority is hereby authorized to "blue pencil" or modify this Section, the balance of this Section 5.9 shall thereupon be modified in order to render the same valid and enforceable and the unenforceable portion of this Section 5.9 shall be deemed to have been deleted from this Agreement. (f) The Partnership, the General Partner, the Investor General Partner and the Limited Partners agree that the benefits to any Limited Partner, Owner, Practice or Affiliate hereunder do not require, are not payment for, and are not in any way contingent upon the referral, admission or any other arrangement for the provision of any item or service offered by the General Partner or the Partnership to patients of such Limited Partner, Owner, Practice or their Affiliates in any facility, laboratory, cardiac catheterization facility or other health care operation controlled, managed or operated by the General Partner or the Partnership and nothing herein is intended to prohibit any party from practicing medicine at any other facility. (g) The Investor Limited Partner and the Investor Entities shall cause each of their existing and future Owners to agree in writing to be personally bound by the terms of this Section 5.9.

Other Business of Partners. (a) Subject to (b) below, any Partner, including without limitation HM or any Investor Partner that has the right to appoint an Investor Representative under this Agreement, may engage independently or with others in other business ventures of every nature and description, including without limitation the purchase of medical equipment, the rendering of medical services of any kind, and the making or management of other investments and neither the Partnership nor any Partner shall have any right by virtue of this Agreement or the relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom, and the pursuit of such ventures. (b) Except as specifically provided in this Section 5.9, as As long as any Partner owns a Partnership Interest in the Partnershipherein, and for a period of five (5) years after a Partner ceases for any reason to own a Partnership Interest in the Partnership, neither a Partner, Investor Entity, Owner, Practice Partner nor any of their its respective Affiliates, Affiliates shall hold, directly or indirectly, an investment, ownership or other beneficial interest in (xi) any hospital, hospital or (yii) any other Entity (including a sole proprietorship) which provides any of the following services or facilities: cardiac catheterization, angioplasty, peripheral angioplasty, atherectomy, stenting and PTCA or other cardiac surgical procedures or services (collectively, the "Services")services, in any either case within a fifty (50) mile radius of the Hospital or in the cities of Fredericksburg and Kerrville, Texas (collectively, the "Territory"). Notwithstanding the terms of this Section 5.9(b): , provided that (i) No no Partner or Owner who is a physician shall be prohibited from or maintaining his or her staff privileges and admitting and treating patients at any other hospital, nor from performing and receiving professional fees for interventional cardiac catheterization at any other hospital; (ii) Nothing nothing herein shall prohibit a Partner, Owner, Practice or their Affiliates Partner from owning up to three percent (3%) of the outstanding capital stock of a company whose stock is publicly traded and listed on a nationally recognized securities exchange or from investing in a publicly traded mutual fund or making other investments with the prior written approval of the General Partner; fund, and (iii) Nothing nothing herein shall prevent restrict a Partner from entering into managed care or other professional service agreements with health care facilities within the Investor Limited PartnerTerritory the purpose of which is to enable the Partner or its physicians the opportunity to provide professional services either alone or pursuant to a pricing package with such facility as long as such agreements or arrangements do not constitute or represent, directly or indirectly, an Owner or a Practice from operating a cardiac catheterization laboratory in the MOB located on the Hospital's campus; provided, however, that, among the Investor Limited Partner, the Owners and the Practices, there may only be a total of two (2) cardiac catheterization laboratories in the MOB and further provided that (aa) only diagnostic and therapeutic (but not interventional) cardiac catheterization services may be provided interest in such laboratory and health care facilities (bb) SAHMI the sharing of funds in a risk sharing pool or an Affiliate is engaged to manage the laboratories; (iv) Subject to the limitations set forth in (iii) above, any Owner who is a physician may personally perform the professional physician services required for therapeutic and diagnostic cardiovascular services (other than interventional cardiac catheterization services) including, but not limited to, nuclear imaging, echocardiography, stress testing and other similar ancillary services, directly for his or her patients at the office established arrangement created by such physician for the conduct of his regular medical practice, or at any hospital or any other facility and such Owner package pricing shall not be prevented from billing and receiving professional fees as constitute a result violation of his or her professional medical services from any payor; this subsection (v) Nothing herein shall prevent SAHMI b)). In addition, HM or its Affiliates from may separately operating operate a mobile catheterization laboratory within the Territory, but only if either SAHMI HM or an Affiliate thereof is providing such service as of the effective date of this Agreement pursuant to a lease of six (6) months or less to a provider who is already providing cath lab services. In addition, SAHMI services or its Affiliates may provide new mobile catheterization laboratory services in if HM and the Territory following the execution of this Agreement so long as the Partnership does Investor Representatives have elected not elect to provide have such service with the approval for providing such service provided by the General Partner not to be unreasonably withheld; (vi) Nothing herein shall prevent any Owner from personally performing professional medical services directly for his or her patients at any hospital or facility and from billing and receiving professional fees as a result of his or her professional medical services from any payor; (vii) Nothing herein shall prevent any Owner from continuing to hold an ownership interest in an Entity which owns or leases a cardiac catheterization lab provided that such Owner held an ownership interest prior to April, 1, 2001; and (viii) Notwithstanding the foregoing, in the event that any Partner, Investor Entity, Practice or Owner (whether alone or in conjunction with any third party) wishes to develop, own, manage, operate or otherwise participate in any entity within the Territory but outside of the area within the Highway 1604 Loop related to the provision of diagnostic and therapeutic, but excluding interventional, cardiac catheterization services, such Investor Entity, Practice, Owner or Partner shall, prior to agreeing to any such transaction or agreeing to vote his, her, or its interest to approve such transaction, give the other Partners written notice of such proposed transaction including all terms and conditions (the "Third Party Notice"). The other Partners who receive the Third Party Notice shall then have forty-five (45) days following receipt of the Third Party Notice to elect to agree to all material terms and conditions of the transaction including, without limitation, the time period over which any payments shall be made, set forth in the Third Party Notice (the "Option"), in which event such transaction shall be entered into only between the Partners. In the event the Partners receiving the Third Party Notice do not elect to exercise any such Option within such forty-five (45) day period, the applicable Investor Entity, Practice, Partner or Owner may enter into the transaction set forth in the Third Party Notice only within the ninety (90) day period immediately following such forty-five (45) day period. In the event that such Partner or Owner fails to enter into such transaction within such ninety (90) day period, then the terms and conditions of this Section 5.9(b)(viii) shall again applyPartnership. (c) The Partners and Owners have reviewed the term and geographical restrictions included in Section 5.9(b), and in light of the interests of the parties hereto, agree that such restrictions are fair and reasonable. (d) In order to ensure that the Hospital has available to it at all times leading and qualified cardiologists and cardiovascular surgeons, as of the date hereof the Partnership is entering into the Hospital Professional Services Agreements (the "Professional Services Agreements") with the Owners who are physicians or the Practices which Professional Services Agreement includes in paragraph 7 thereof certain covenants by the Owners who are Physicians or Practices which are designed to ensure that the Owners who are physicians will be available to the Hospital from time to time in order to enable it to meet its objectives of being an efficient, quality provider of cardiology and cardiovascular services. The parties acknowledge and agree that the execution of the Professional Services Agreement by the Physician Owners or Practices is further consideration for the execution by all of the Partners of this Agreement. (e) If there is a breach or threatened breach of the provisions of this Section 5.9 of this Agreement, in addition to other remedies at law or equity, the non-breaching party shall be entitled to injunctive relief. The parties desire and intend that the provisions of this Section 5.9 shall be enforced to the fullest extent permissible under the law and public policies applied, but the unenforceability or modification of any particular paragraph, subparagraph, sentence, clause, phrase, word, or figure shall not be deemed to render unenforceable the remainder of this Section 5.9. Should any such paragraph, subparagraph, sentence, clause, phrase, word, or figure be adjudicated to be wholly invalid or unenforceable, a court with applicable authority is hereby authorized to "blue pencil" or modify this Section, the balance of this Section 5.9 shall thereupon be modified in order to render the same valid and enforceable and the unenforceable portion of this Section 5.9 shall be deemed to have been deleted from this Agreement. (fe) The Partnership, the General PartnerHM, VHI, the Investor General Partner Representatives and the Limited Investor Partners agree that the benefits to any Limited Partner, Owner, Practice or Affiliate Investor Partner hereunder do not require, are not payment for, and are not in any way contingent upon the referral, admission or any other arrangement for the provision of any item or service offered by the General Partner HM or the Partnership to patients of such Limited Partner, Owner, Practice or their Affiliates Investor Partner in any facility, laboratory, cardiac catheterization facility or other health care operation controlled, managed or operated by the General Partner HM or the Partnership and nothing herein is intended to prohibit any party from practicing medicine at any other facility. (gf) The If an Investor Limited Partner is a legal entity and the not an individual, such Investor Entities Partner shall cause each of their its existing and future Owners Affiliates to agree in writing to be personally bound by the terms of this Section 5.95.09.

Other Business of Partners. (a) Subject to (b) below, any Partner Partner, including the General Partner, may engage independently or with others in other business ventures of every nature and description, including without limitation the purchase of medical equipment, the rendering of medical services of any kind, and the making or management of other investments and neither the Partnership nor any Partner shall have any right by virtue of this Agreement or the relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom, and the pursuit of such ventures. (b) Except as specifically provided in this Section 5.9, as As long as any Partner owns a Partnership Interest in the Partnership, and for a period of five (5) years after a Partner ceases for any reason to own a Partnership Interest in the Partnership, other than with respect to investments made, equipment owned or services provided on or prior to March 1, 1999, all of which the Partners will disclose in writing to the General Partner upon request (a Partner may replace any such existing equipment after March 1, 1999 as long as it does not constitute a new service or facility which is otherwise restricted hereunder), neither a Partner, Investor Entity, Owner, Practice Partner nor any of their its respective Affiliates, shall hold, directly or indirectly, an investment, ownership or other beneficial interest in (xi) any hospital, or hospital (yii) any other Entity Person (including a sole proprietorship) which provides any of the following services or facilities: cardiac catheterization, angioplasty, peripheral angioplasty, atherectomy, stenting and PTCA facilities to be provided by the Hospital or other cardiac surgical procedures or services (collectively, the "Services")iii) any outpatient surgery center, in any case within a fifty (50) mile radius of the Hospital or in the cities of Fredericksburg and KerrvilleCameron County, Texas (collectivelythe “Territory”), the "Territory"). Notwithstanding the terms of this Section 5.9(b): provided that (i) No no Partner or Owner who is a physician shall be prohibited from maintaining his or her staff privileges and admitting and treating patients at any other hospital, nor from performing hospital and receiving professional fees for interventional cardiac catheterization at any other hospital; (ii) Nothing nothing herein shall prohibit a Partner, Owner, Practice or their Affiliates Partner from owning up to three percent (3%) of the outstanding capital stock of a company whose stock is publicly traded and listed on a nationally recognized securities exchange or from investing in a publicly traded mutual fund or making other investments with the prior written approval of fund. In addition, the General Partner; (iii) Nothing herein shall prevent the Investor Limited Partner, an Owner or a Practice from operating a cardiac catheterization laboratory in the MOB located on the Hospital's campus; provided, however, that, among the Investor Limited Partner, the Owners and the Practices, there may only be a total of two (2) cardiac catheterization laboratories in the MOB and further provided that (aa) only diagnostic and therapeutic (but not interventional) cardiac catheterization services may be provided in such laboratory and (bb) SAHMI or an Affiliate is engaged to manage the laboratories; (iv) Subject to the limitations set forth in (iii) above, any Owner who is a physician may personally perform the professional physician services required for therapeutic and diagnostic cardiovascular services (other than interventional cardiac catheterization services) including, but not limited to, nuclear imaging, echocardiography, stress testing and other similar ancillary services, directly for his or her patients at the office established by such physician for the conduct of his regular medical practice, or at any hospital or any other facility and such Owner shall not be prevented from billing and receiving professional fees as a result of his or her professional medical services from any payor; (v) Nothing herein shall prevent SAHMI Partner or its Affiliates from may separately operating operate a mobile catheterization laboratory within the Territory, but only if either SAHMI the General Partner or an Affiliate thereof is providing such service as of the effective date of this Agreement pursuant to a lease of six (6) months or less to a provider who is already providing cath lab services. In addition, SAHMI services or its Affiliates may provide new mobile catheterization laboratory services in if the Territory following the execution of this Agreement so long as the Partnership does Investor Representatives have elected not elect to provide have such service with the approval for providing such service provided by the General Partner not to be unreasonably withheld; (vi) Nothing herein shall prevent any Owner from personally performing professional medical services directly for his or her patients at any hospital or facility and from billing and receiving professional fees as a result of his or her professional medical services from any payor; (vii) Nothing herein shall prevent any Owner from continuing to hold an ownership interest in an Entity which owns or leases a cardiac catheterization lab provided that such Owner held an ownership interest prior to April, 1, 2001; and (viii) Partnership. Notwithstanding the foregoing, in the event that any Partner, Investor Entity, Practice or Owner (whether alone or in conjunction with any third party) wishes to develop, own, manage, operate or otherwise participate in any entity within the Territory but outside of the area within the Highway 1604 Loop related to the provision of diagnostic and therapeutic, but excluding interventional, cardiac catheterization services, such Investor Entity, Practice, Owner or Partner shall, prior to agreeing to any such transaction or agreeing to vote his, her, or its interest to approve such transaction, give the other Partners written notice of such proposed transaction including all terms and conditions (the "Third Party Notice"). The other Partners who receive the Third Party Notice shall then have forty-five (45) days following receipt of the Third Party Notice to elect to agree to all material terms and conditions of the transaction including, without limitation, the time period over which any payments shall be made, set forth in the Third Party Notice (the "Option"), in which event such transaction shall be entered into only between the Partners. In the event the Partners receiving the Third Party Notice do not elect to exercise any such Option within such forty-five (45) day period, the applicable Investor Entity, Practice, Partner or Owner may enter into the transaction set forth in the Third Party Notice only within the ninety (90) day period immediately following such forty-five (45) day period. In the event that such Partner or Owner fails to enter into such transaction within such ninety (90) day period, then the terms and conditions restrictions of this Section 5.9(b)(viii5.9(b) shall again applynot apply to the Hospital Limited Partner. (c) The Partners and Owners have reviewed the term and geographical restrictions included in Section 5.9(b), and in light of the interests of the parties hereto, agree that such restrictions are fair and reasonable. (d) In order to ensure that the Hospital has available to it at all times leading and qualified cardiologists and cardiovascular surgeonsphysicians, as of the date hereof the Partnership is entering has entered into the Hospital Professional Services Agreements (the "“Professional Services Agreements"”) with the Owners who are physicians Investor Limited Partners or their medical practices (the Practices “Practices”), which Professional Services Agreement Agreements includes in paragraph 7 thereof certain covenants by the Owners who are Physicians or Practices and its physicians which are designed to ensure that the Owners who are such physicians will be available to the Hospital from time to time in order to enable it to meet its objectives of being an efficient, a quality provider of cardiology and cardiovascular servicesmedical services on a cost efficient basis. The parties acknowledge and agree that the Practices’ execution of the Professional Services Agreement by the Physician Owners or Practices Agreements is further consideration for the execution by all of the Partners of this Agreement. (d) The Partners, including the General Partner, have reviewed the terms, conditions and geographical restrictions included in Sections 5.9(b) and (c) and in light of the interests of the parties hereto, agree that such restrictions are fair and reasonable. (e) If there is a breach or threatened breach of the provisions of this Section 5.9 of this Agreement, in addition to other remedies at law or equity, the non-breaching party shall be entitled to injunctive relief. The parties desire and intend that the provisions of this Section 5.9 shall be enforced to the fullest extent permissible under the law and public policies applied, but the unenforceability or modification of any particular paragraph, subparagraph, sentence, clause, phrase, word, or figure shall not be deemed to render unenforceable the remainder of this Section 5.9. Should any such paragraph, subparagraph, sentence, clause, phrase, word, or figure be adjudicated to be wholly invalid or unenforceable, a court with applicable authority is hereby authorized to "blue pencil" or modify this Section, the balance of this Section 5.9 shall thereupon be modified in order to render the same valid and enforceable and the unenforceable portion of this Section 5.9 shall be deemed to have been deleted from this Agreement. (f) The Partnership, the General Partner, the Investor General Partner and the Limited Partners agree that the benefits to any Limited Partner, Owner, Practice or Affiliate Partner hereunder do not require, are not payment for, and are not in any way contingent upon the referral, admission or any other arrangement for the provision of any item or service offered by the General Partner or the Partnership to patients of such Limited Partner, Owner, Practice or their Affiliates Partner in any facility, laboratory, cardiac catheterization facility laboratory or other health care operation controlled, managed or operated by the General Partner or the Partnership and nothing herein is intended to prohibit any party from practicing medicine at any other facility. (g) The Investor If a Limited Partner is a legal entity and the Investor Entities not an individual, such Limited Partner shall cause each of their its existing and future Owners Affiliates to agree in writing to be personally bound by the terms of this Section 5.9.