Common use of General Authority and Powers of Managers Clause in Contracts

General Authority and Powers of Managers. Except as set forth in those provisions of this Agreement that specifically require the vote, consent, approval or ratification of the Members, the Managers shall have complete authority and exclusive control over the management of the business and affairs of the Company. Subject to the terms and conditions of this Agreement and except as otherwise provided herein, all Material Agreements and Material Decisions with respect to the business and affairs of the Company shall be approved or made by AHH Management and the Investor Manager in accordance with Section 5.16 hereof. No Member has the actual or apparent authority to cause the Company to become bound in any contract, agreement or obligation, and no Member shall take any action purporting to be on behalf of the Company. No Manager shall cause the Company to become bound to any contract, agreement or obligation, and no Manager shall take any other action on behalf of the Company, unless such matter has received the vote, consent, approval or ratification as required pursuant to this Agreement with respect to such matter or except as provided below with respect to the authority and actions of AHH Management. The day-to-day management of the business and affairs of the Company, including those agreements and decisions which are not Material Agreements or Material Decisions, shall be the responsibility of AHH Management, provided, however, decisions relating to medical and clinical practice at the Hospital including, without limitation, establishing standardized clinical pathways shall be made exclusively by the qualified medical personnel of the Hospital in accordance with the Hospital and medical staff bylaws. Subject in all cases to the foregoing, AHH Management shall have the right and the power, if, as, and when it, from time to time, deems necessary or appropriate on behalf of the Company, subject only to the terms and conditions of this Agreement:

General Authority and Powers of Managers. Except as set forth in those provisions of this Agreement that specifically require the vote, consent, approval or ratification of the Members, the Managers shall have complete authority and exclusive control over the management of the business and affairs of the Company. Subject to the terms and conditions of this Agreement and except as otherwise provided herein, all Material Agreements and Material Decisions with respect to the business and affairs of the Company shall be approved or made by AHH Management and the Investor Manager in accordance with Section 5.16 hereof. No Member has the actual or apparent authority to cause the Company to become bound in any contract, agreement or obligation, and no Member shall take any action purporting to be on behalf of the Company. No Manager shall cause the Company to become bound to any contract, agreement or obligation, and no Manager shall take any other action on behalf of the Company, unless such matter has received the vote, consent, approval or ratification as required pursuant to this Agreement with respect to such matter or except as provided in Section 5.2 below with respect to the authority and actions of AHH ManagementHHBF. The day-to-day management of the business and affairs of the Company, including those agreements and decisions which are not Material Agreements or Material Decisions, shall be the responsibility of AHH Management, provided, however, It is acknowledged that all decisions relating to medical and clinical practice at the Hospital including, without limitation, establishing standardized clinical pathways shall be made exclusively by the qualified medical personnel of the Hospital in accordance with the Hospital and medical staff bylawsbylaws and physician credentialling matters shall be handled in accordance with Section 11.1(g). Subject Except as provided in all cases this Agreement, decisions and actions to be taken by the Managers shall be deemed to have been made only upon the affirmative approval or consent of HHBF and the Investor Manager. In the event a decision, approval or consent is requested of the Investor Manager by HHBF, it shall be deemed to have been affirmatively made if the Investor Manager fails to respond to any such written request therefor within five (5) days of notice thereof by HHBF, provided however, once the Hospital has opened for business and regularly conducts such business the five (5) day period shall be extended to ten (10) days. Notwithstanding anything in this Agreement to the foregoingcontrary, AHH Management all decisions and actions to be made by the Managers with respect to any loan, lease or other similar financing of the development, construction or operation of the Hospital or the Company's affairs, including without limitation the decisions with respect to incurring any indebtedness or the refinancing thereof, shall have be made by HHBF and shall be subject to the right and consent of the powerInvestor Manager, ifwhich consent shall not be unreasonably withheld; provided, as, and when it, from time to time, deems necessary or appropriate on behalf the application of the Company's funds toward the repayment of all or a portion of any financing of the Company in excess of amounts then required to be paid (i.e., subject voluntary prepayments) shall be made only to with the terms consent of HHBF and conditions of this Agreementthe Investor Manager. The following material decisions shall be made by the Managers as determined above, except as otherwise provided:

General Authority and Powers of Managers. Except as set forth in those provisions of this Agreement that specifically require the vote, consent, approval or ratification of the Members, the Managers shall have complete authority and exclusive control over the management of the business and affairs of the Company. Subject to the terms and conditions of this Agreement and except as otherwise provided herein, all Material Agreements and Material Decisions with respect to the business and affairs of the Company shall be approved or made by AHH Management and the Investor Manager Managers in accordance with Section 5.16 hereof. No Member has the actual or apparent authority to cause the Company to become bound in any contract, agreement or obligation, and no Member shall take any action purporting to be on behalf of the Company. No Manager shall cause the Company to become bound to any contract, agreement or obligation, and no Manager shall take any other action on behalf of the Company, unless such matter has received the vote, consent, approval or ratification as required pursuant to this Agreement with respect to such matter or except as provided below with respect to the authority and actions of AHH DTO Management. The day-to-day management of the business and affairs of the Company, including those agreements and decisions which are not Material Agreements or Material Decisions, Company shall be the responsibility of AHH DTO Management, which management shall be subject to decisions, guidelines and policies made or established by the Managers hereunder, provided, however, decisions relating to medical and clinical practice at the Hospital including, without limitation, establishing standardized clinical pathways shall be made exclusively by the qualified medical personnel of the Hospital in accordance with the Hospital and medical staff bylawsHospital. Subject in all cases to the foregoing, AHH DTO Management shall have the right and the power, if, as, and when it, from time to time, deems necessary or appropriate on behalf of the Company, subject only to the terms and conditions of this Agreement: