Common use of RIGHTS, OBLIGATIONS AND INDEMNIFICATION OF THE GENERAL PARTNER Clause in Contracts

RIGHTS, OBLIGATIONS AND INDEMNIFICATION OF THE GENERAL PARTNER. 8.1 RIGHTS OF THE GENERAL PARTNER AS MANAGER. Subject to the limitations imposed upon the General Partner in this Agreement (including, without limitation, Sections 8.3 and 8.4) the General Partner shall have the full, exclusive and complete duty and right to manage and control, and, within its discretion, shall make all decisions and take any necessary or appropriate action in connection with the Partnership's business. Without limiting the General Partner's power or authority under this Agreement or the Act, the General Partner may (without obtaining the consent or approval of any Partners) take or cause the Partnership to take the following actions if and when it deems any such action to be necessary, appropriate or advisable, at the sole cost and expense of the Partnership, subject however in all respects to the limitations imposed on the General Partner in this Agreement (including, without limitation, Sections 8.3 and 8.4): (a) Borrow money from any source, including without limitation from the General Partner, IASIS or an IASIS Affiliate and, if security is required therefore, mortgage or subject to any other security device any portion of the Partnership's property, obtain replacements of any mortgage or other security device, and prepay, in whole or in part, refinance, increase, modify, consolidate or extend any mortgage or other security device, all of the foregoing on such terms and in such amounts as the General Partner deems, in its sole discretion, to be in the best interest of the Partnership; (b) Acquire and enter into any contract of insurance which the General Partner deems necessary and proper for the protection of the Partnership, for the conservation of the Partnership's assets, or for any purpose convenient or beneficial to the Partnership; (c) Employ, from time to time on behalf of the Partnership, individuals (including employees of the General Partner, the Limited Partners, or any of their Affiliates) on such terms and for such compensation as the General Partner shall determine (but not in an amount which would be considered unreasonable based upon the scope of an individual employee's duties and responsibilities), and enter into agreements for the transfer of Partnership interests to such Persons as provided in Article 12 hereof; (d) Make decisions as to accounting principles and elections, whether for book or tax purposes (and such decisions may be different for each purpose); (e) Set up or modify record keeping, billing and accounts payable accounting systems; (f) Alienate, mortgage, pledge or otherwise encumber, sell, exchange, lease or purchase real and/or personal property in fulfillment of the Partnership purposes and for the construction and operation of the Facilities and other Partnership property; (g) Open checking and savings accounts, in banks or similar financial institutions, in the name of the Partnership, deposit cash in and withdraw cash from such accounts, and invest all funds not immediately needed in the operation of the Partnership's business as deemed appropriate by the General Partner; (h) Adjust, arbitrate, compromise, sue or defend, abandon, or otherwise deal with and settle anx xnd all claims in favor of or against the Partnership, as the General Partner shall, in its sole discretion, deem proper; (i) Execute, on behalf of and in the name of the Partnership, make, perform and carry out all types of contracts, leases, agreements, instruments, notes, certificates, titles or other documents of any kind or nature as deemed necessary and desirable by the General Partner, including without limitation contracts, leases, other agreements and documents and cash management systems with Affiliates of IASIS or any Partner, and amend, extend, or modify any contract, lease, or agreement at any time entered into by the Partnership, provided that the General Partner uses its best efforts to insure that all such contracts, leases, or agreements are representative of fair market value; (j) Do all acts necessary or desirable to carry out the business for which the Partnership is formed or which may facilitate the General Partner's exercise of its powers hereunder; (k) Admit additional Limited Partners in accordance with Section 12.5 hereof; (l) Merge the Partnership with another Person and take all actions, including negotiating and entering into an agreement of merger and an amendment and/or restatement of this Agreement, as the General Partner determines are necessary or appropriate to effect such merger; (m) Amend this Agreement to reflect the addition or substitution of Partners, and amend the Agreement as provided in Section 17.8; and (n) Make distributions in accordance with the terms of this Agreement, or refrain from making any distributions.

RIGHTS, OBLIGATIONS AND INDEMNIFICATION OF THE GENERAL PARTNER. 8.1 RIGHTS OF THE GENERAL PARTNER AS MANAGER. Subject to the limitations imposed upon the General Partner in this Agreement (including, without limitation, Sections 8.3 8.3, 8.4 and 8.48.5 hereof) the General Partner shall have the full, exclusive and complete duty and right to manage and control, and, within its reasonable discretion, shall make all decisions and take any necessary or appropriate action in connection with the Partnership's business. Without limiting the General Partner's power or authority under this Agreement or the Act, the General Partner may (without obtaining the consent or approval of any Partners) take or cause the Partnership to take the following actions if and when it deems any such action to be reasonably necessary, appropriate or advisable, at the sole cost and expense of the Partnership, subject however in all respects to the limitations imposed on the General Partner in this Agreement (including, without limitation, Sections 8.3 8.3, 8.4 and 8.48.5): (a) Borrow Subject to the last sentence of Section 8.5 hereof, borrow money from any source, including including, without limitation limitation, from the General Partner, IASIS Columbia, Columbia/TSP or an IASIS a Columbia Affiliate and, if security is required thereforetherefor, to mortgage or subject to any other security device any portion of the Partnership's property, to obtain replacements of any mortgage or other security device, and to prepay, in whole or in part, refinance, increase, modify, consolidate or extend any mortgage or other security device, all of the foregoing on such terms and in such amounts as the General Partner deems, in its sole reasonable discretion, to be in the best interest of the Partnership; (b) Acquire and enter into any contract of insurance which the General Partner deems reasonably necessary and proper for the protection of the Partnership, for the conservation of the Partnership's assets, or for any purpose convenient or beneficial to the Partnership; (c) Employ, from time to time on behalf of the Partnership, individuals (including employees of the General Partner, the Limited Partners, or any of their Affiliates) on such terms and for such compensation as the General Partner shall determine (but not in an amount which would be considered unreasonable based upon the scope of an individual employee's duties and responsibilities), and enter into agreements for the transfer of Partnership interests to such Persons as provided in Article 12 13 and 14 hereof; (d) Make decisions as to accounting principles and elections, whether for book or tax purposes (and such decisions may be different for each purpose); (e) Set up or modify record keeping, billing and accounts payable accounting systems; (f) Alienate, mortgage, pledge or otherwise encumber, sell, exchange, lease or purchase real and/or personal property in fulfillment of the Partnership purposes and for the construction and operation of the Facilities and other Partnership property; (g) Open checking and savings accounts, in banks or similar financial institutions, in the name of the Partnership, and deposit cash in and withdraw cash from such accounts, and invest all funds not immediately needed provided that any such deposits are made in the operation of the Partnership's business as deemed appropriate by the General Partnerfederally insured banks or financial institutions; (h) Adjust, arbitrate, compromise, sue or xx defend, abandon, or otherwise deal with and settle anx xnd any and all claims in favor of or against the Partnership, as the General Partner shall, in its sole discretion, deem properproper (subject to the General Partner's fiduciary duties as the General Partner of the Partnership); (i) Execute, make, perform and carry out on behalf of and in the name of the Partnership, make, perform and carry out Partnership all types of contracts, leases, agreements, instruments, notes, certificates, titles or other documents of any kind or nature as deemed reasonably necessary and desirable by the General Partner, including without limitation contracts, leases, other agreements and documents and cash management systems with Columbia Affiliates of IASIS or any Partner, and amend, extend, or modify modify, any contractcontact, lease, lease or agreement at any time entered into by the Partnership, provided that the General Partner uses its best efforts to insure that all such contracts, leases, or agreements are representative of fair market value;; and (j) Do all acts reasonably necessary or desirable to carry out the business for which the Partnership is formed or which may facilitate the General Partner's exercise of its powers hereunder; (k) Admit additional Limited Partners in accordance with Section 12.5 hereof; (l) Merge the Partnership with another Person and take all actions, including negotiating and entering into an agreement of merger and an amendment and/or restatement of this Agreement, as the General Partner determines are necessary or appropriate to effect such merger; (m) Amend this Agreement to reflect the addition or substitution of Partners, and amend the Agreement as provided in Section 17.8; and (n) Make distributions in accordance with the terms of this Agreement, or refrain from making any distributions.

RIGHTS, OBLIGATIONS AND INDEMNIFICATION OF THE GENERAL PARTNER. 8.1 RIGHTS OF THE GENERAL PARTNER AS MANAGER. Subject to the limitations imposed upon the General Partner in this Agreement (including, without limitation, Sections 8.3 and 8.4) the General Partner shall have the full, exclusive and complete duty and right to manage and control, and, within its discretion, shall make all decisions and take any necessary or appropriate action in connection with the Partnership's business. Without limiting the General Partner's power or authority under this Agreement or the Act, the General Partner may (without obtaining the consent or approval of any Partners) take or cause the Partnership to take the following actions if and when it deems any such action to be necessary, appropriate or advisable, at the sole cost and expense of the Partnership, subject however in all respects to the limitations imposed on the General Partner in this Agreement (including, without limitation, Sections 8.3 and 8.4): (a) Borrow money from any source, including without limitation from the General Partner, IASIS or an IASIS Affiliate and, if security is required therefore, mortgage or subject to any other security device any portion of the Partnership's property, obtain replacements of any mortgage or other security device, and prepay, in whole or in part, refinance, increase, modify, consolidate or extend any mortgage or other security device, all of the foregoing on such terms and in such amounts as the General Partner deems, in its sole discretion, to be in the best interest of the Partnership; (b) Acquire and enter into any contract of insurance which the General Partner deems necessary and proper for the protection of the Partnership, for the conservation of the Partnership's assets, or for any purpose convenient or beneficial to the Partnership; (c) Employ, from time to time on behalf of the Partnership, individuals (including employees of the General Partner, the Limited Partners, or any of their Affiliates) on such terms and for such compensation as the General Partner shall determine (but not in an amount which would be considered unreasonable based upon the scope of an individual employee's duties and responsibilities), and enter into agreements for the transfer of Partnership interests to such Persons as provided in Article 12 hereof; (d) Make decisions as to accounting principles and elections, whether for book or tax purposes (and such decisions may be different for each purpose); (e) Set up or modify record keeping, billing and accounts payable accounting systems; (f) Alienate, mortgage, pledge or otherwise encumber, sell, exchange, lease or purchase real and/or personal property in fulfillment of the Partnership purposes and for the construction and operation of the Facilities Facility and other Partnership property; (g) Open checking and savings accounts, in banks or similar financial institutions, in the name of the Partnership, deposit cash in and withdraw cash from such accounts, and invest all funds not immediately needed in the operation of the Partnership's business as deemed appropriate by the General Partner; (h) Adjust, arbitrate, compromise, sue or defend, abandon, or otherwise deal with and settle anx xnd settlx xny and all claims in favor of or against the Partnership, as the General Partner shall, in its sole discretion, deem proper; (i) Execute, on behalf of and in the name of the Partnership, make, perform and carry out all types of contracts, leases, agreements, instruments, notes, certificates, titles or other documents of any kind or nature as deemed necessary and desirable by the General Partner, including without limitation contracts, leases, other agreements and documents and cash management systems with Affiliates of IASIS or any Partner, and amend, extend, or modify any contract, lease, or agreement at any time entered into by the Partnership, provided that the General Partner uses its best efforts to insure that all such contracts, leases, or agreements are representative of fair market value; (j) Do all acts necessary or desirable to carry out the business for which the Partnership is formed or which may facilitate the General Partner's exercise of its powers hereunder; (k) Admit additional Limited Partners in accordance with Section 12.5 hereof; (l) Merge the Partnership with another Person and take all actions, including negotiating and entering into an agreement of merger and an amendment and/or restatement of this Agreement, as the General Partner determines are necessary or appropriate to effect such merger; (m) Amend this Agreement to reflect the addition or substitution of Partners, and amend the Agreement as provided in Section 17.8; and (n) Make distributions in accordance with the terms of this Agreement, or refrain from making any distributions.

RIGHTS, OBLIGATIONS AND INDEMNIFICATION OF THE GENERAL PARTNER. 8.1 RIGHTS OF THE GENERAL PARTNER AS MANAGER. Subject to the limitations imposed upon the General Partner in this Agreement (including, without limitation, Sections 8.3 and 8.4) the General Partner shall have the full, exclusive and complete duty and right to manage and control, and, within its discretion, shall make all decisions and take any necessary or appropriate action in connection with the Partnership's business. Without limiting the General Partner's power or authority under this Agreement or the Act, the General Partner may (without obtaining the consent or approval of any Partners) take or cause the Partnership to take the following actions if and when it deems any such action to be necessary, appropriate or advisable, at the sole cost and expense of the Partnership, subject however in all respects to the limitations imposed on the General Partner in this Agreement (including, without limitation, Sections 8.3 and 8.4): (a) Borrow money from any source, including without limitation from the General Partner, IASIS or an IASIS Affiliate and, if security is required thereforetherefor, mortgage or subject to any other security device any portion of the Partnership's property, obtain replacements of any mortgage or other security device, and prepay, in whole or in part, refinance, increase, modify, consolidate or extend any mortgage or other security device, all of the foregoing on such terms and in such amounts as the General Partner deems, in its sole discretion, to be in the best interest of the Partnership; (b) Acquire and enter into any contract of insurance which the General Partner deems necessary and proper for the protection of the Partnership, for the conservation of the Partnership's assets, or for any purpose convenient or beneficial to the Partnership; (c) Employ, from time to time on behalf of the Partnership, individuals (including employees of the General Partner, the Limited Partners, or any of their Affiliates) on such terms and for such compensation as the General Partner shall determine (but not in an amount which would be considered unreasonable based upon the scope of an individual employee's duties and responsibilities), and enter into agreements for the transfer of Partnership interests to such Persons as provided in Article 12 hereof; (d) Make decisions as to accounting principles and elections, whether for book or tax purposes (and such decisions may be different for each purpose); (e) Set up or modify record keepingrecordkeeping, billing and accounts payable accounting systems; (f) Alienate, mortgage, pledge or otherwise encumber, sell, exchange, lease or purchase real and/or personal property in fulfillment of the Partnership purposes and for the construction and operation of the Facilities Facility and other Partnership property; (g) Open checking and savings accounts, in banks or similar financial institutions, in the name of the Partnership, deposit cash in and withdraw cash from such accounts, and invest all funds not immediately needed in the operation of the Partnership's business as deemed appropriate by the General Partner; (h) Adjust, arbitrate, compromise, sue or defend, abandon, or otherwise deal with and settle anx xnd all claims in favor of or against the Partnership, as the General Partner shall, in its sole discretion, deem proper; (i) Execute, on behalf of and in the name of the Partnership, make, perform and carry out all types of contracts, leases, agreements, instruments, notes, certificates, titles or other documents of any kind or nature as deemed necessary and desirable by the General Partner, including without limitation contracts, leases, other agreements and documents and cash management systems with Affiliates of IASIS or any Partner, and amend, extend, or modify any contract, lease, or agreement at any time entered into by the Partnership, provided that the General Partner uses its best efforts to insure that all such contracts, leases, or agreements are representative of fair market value; (j) Do all acts necessary or desirable to carry out the business for which the Partnership is formed or which may facilitate the General Partner's exercise of its powers hereunder; (k) Admit additional Limited Partners in accordance with Section 12.5 hereof; (l) Merge the Partnership with another Person and take all actions, including negotiating and entering into an agreement of merger and an amendment and/or restatement of this Agreement, as the General Partner determines are necessary or appropriate to effect such merger; (m) Amend this Agreement to reflect the addition or substitution of Partners, and amend the Agreement as provided in Section 17.8; and (n) Make distributions in accordance with the terms of this Agreement, or refrain from making any distributions.