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Partnership and, further, provided that any
amendment to or deletion of any provision shall
not in the opinion of the General Partners
materially reduce the economic return to the
Limited Partners.
The Management Contract With SCA Management
Pursuant to the provisions of paragraph 12 of the General
Partnership agreement, supra, and paragraph 7.3 of the Operating
Partnership agreement, supra, on April 30, 1990, the Operating
Partnership entered into a contract with SCA Management, whereby
SCA Management was retained “for the purpose of rendering
management, administration and purchasing services and support,
and all other management support needed for operation and, in the
best interest, of the [Surgery] Center”. The management
agreement is signed on behalf of both the Operating Partnership
and SCA Management by David E. Crockett, in his capacities as
secretary and vice president, respectively, of these two
entities.
Pursuant to the management contract, SCA Management has
wide-ranging authority for operational management of the Surgery
Center, except that it has “no power or authority to make any
decision relating to the care or treatment of patients or other
medical matters”, this power and authority being specifically
reserved to the Operating Partnership’s Medical Advisory
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