Finance and Administration - Board of Trustees - The University of ...

Finance and Administration Committee - X. Designation of UT Methodist Physicians, LLC, as a Faculty Practice Plan for the College of Medicine in Memphis - Action(i) Acquisition of substantially all of the assets of additional physician practices andemployment of physicians which would operate as part of UTMP.(j) Employment by the Company of a physician that does not hold a faculty appointmentwith a clinical department of UTCOM; andIn addition to the foregoing, the Methodist Directors shall have the reserved powers tounilaterally implement the following actions that have not been approved by the Board:(i) Acquisition of substantially all of the assets of a physician specialty practiceand/or employment of one or more specialty physicians which specialty is alreadyrepresented in the Company, provided that such physician specialty practice and/or suchspecialty physicians are not already employed by or affiliated with the Company;8(ii) Other matters that would require the approval of the Board of Directors ofMethodist or Methodist Le Bonheur Healthcare; and(iii) Additional reserved powers mandated by the Board of Directors of Methodist orMethodist Le Bonheur Healthcare from time to time.Notwithstanding anything in this Section 11.4 or any other provision of this Agreement, whichmay appear to be to the contrary, under no circumstances shall either Methodist or the Companypossess any reserve powers to unilaterally alter, (nor shall any provision of this Agreement beinterpreted to alter) or in any way diminish UT’s right to control any UT faculty member’sclinical practice location, employment, or billing relationships, in accordance with the terms andconditions of such faculty member’s faculty appointment with UT.ARTICLE XIIINDEMNIFICATIONThe Company shall indemnify, and upon request shall advance expenses prior to finaldisposition of a legal proceeding to, any person or entity (or the estate or personal representativeof any person) who is or was a party to, or is threatened to be made a party to, any legalproceeding, whether or not by or in the right of the Company, by reason of the fact that suchperson or entity is or was a member, director, officer, employee or agent of the Company, or isor was serving at the request of the Company as a director, officer, partner, trustee, employee oragent of another entity, against any Liability to the fullest extent permitted under the Act. TheCompany may, to the fullest extent permitted by law, purchase and maintain insurance on behalfof any such person or entity against any Liability which may be asserted against them. Ifexisting applicable Tennessee law is amended or other Tennessee law is enacted to permitfurther elimination or limitation of the personal liability of the foregoing persons, then theliability of such persons shall be eliminated or limited to the fullest extent permitted byTennessee law as so amended or by such other Tennessee law as so enacted.Page 16213