(d) CHCA Bayshore, L.P., CHCA Conroe, L.P., CHCA Mainland, L.P., CHCA West Houston, L.P., CHCA Woman’s Hospital, L.P., Columbia Rio Grande Healthcare, L.P., Columbia Valley Healthcare System, L.P., Good Samaritan Hospital, L.P., HCA Management Services, L.P., JFK Medical Center Limited Partnership, Palms West Hospital Limited Partnership, Plantation General Hospital, L.P., San Jose Healthcare System, LP, Terre Haute Regional Hospital, L.P. and San Jose Hospital, L.P. are registered under the laws of Delaware.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a Delaware limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.
The Columbia Valley Healthcare System, L.P. partnership agreement allows the partnership to indemnify the general partners for everything but willful misconduct or gross negligence. The other Delaware limited partnership registrants allow for indemnification to the fullest extent under the DRULPA.
(e) CarePartners HHA, LLLP, CarePartners HHA Holdings, LLLP, CarePartners Rehabilitation Hospital, LLLP, MH Angel Medical Center, LLLP, MH Blue Ridge Medical Center, LLLP, MH Highlands-Cashiers Medical Center, LLLP, MH Master Holdings LLLP, MH Mission Hospital, LLLP, MH Mission Hospital McDowell, LLLP, MH Mission Imaging, LLLP and MH Transylvania Regional Hospital, LLLP are registered under the laws of Delaware.
The provisions of Section 17-108 of DRULPA that are applicable to Delaware limited partnerships, as discussed above, apply equally to Delaware limited liability limited partnerships.
The limited partnership agreements of the Delaware limited liability limited partnership registrants provide indemnification to the partners of such registrants to the fullest extent permitted by applicable law, for any loss, damage or claim incurred by a partner by reason of any act or omission performed or omitted by such partner in good faith on behalf of the partnership and in a manner reasonably believed to be within the scope of the authority conferred on such partner by the limited partnership agreement, except that a partner shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by such partner by reason of its willful misconduct with respect to such acts or omissions.
Florida Registrants
(a) Bay Hospital, Inc., Central Florida Regional Hospital, Inc., Citrus Memorial Hospital, Inc., Citrus Memorial Property Management, Inc., Columbia Florida Group, Inc., Columbia Jacksonville Healthcare System, Inc., Columbia Physician Services - Florida Group, Inc., East Florida - DMC, Inc., Edward White Hospital, Inc., HCA Health Services of Florida, Inc., HD&S Corp. Successor, Inc., Largo Medical Center, Inc., Lawnwood Medical Center, Inc., Marion Community Hospital, Inc., Memorial Healthcare Group, Inc., New Port Richey Hospital, Inc., North Florida Immediate Care Center, Inc., North Florida Regional Medical Center, Inc., Okaloosa Hospital, Inc., Okeechobee Hospital, Inc., Poinciana Medical Center, Inc., Sarasota Doctors Hospital, Inc., Sun City Hospital, Inc., Surgicare of Brandon, Inc., Surgicare of Florida, Inc., Surgicare of Manatee, Inc., Surgicare of Newport Richey, Inc., Tallahassee Medical Center, Inc. and West Florida Regional Medical Center, Inc. are incorporated under the laws of Florida.
Section 607.0831 of the Florida Business Corporation Act provides, among other things, that a director is not personally liable for monetary damages to a company or any other person for any statement, vote, decision, or failure to act, by the director, regarding corporate management or policy, unless the director breached or failed to perform his or her duties as a director and such breach or failure constitutes (a) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director derived an improper personal benefit; (c) a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act (relating to the liability of the directors for improper distributions) are applicable; (d) willful misconduct or a conscious disregard for the best interest of the company in the case of a proceeding by or in the right of the company to procure a judgment in its favor or by or in the right of a stockholders; or (e) recklessness or an act or omission in bad faith or with malicious purpose or with wanton and willful disregard of human rights, safety or property, in a proceeding by or in the right of someone other than such company or a stockholder.
Section 607.0851 of the Florida Business Corporation Act, subject to the limitations set forth therein, authorizes, among other things, a company to indemnify any person who was or is a party to any proceeding by reason of the fact that he is or was a director or officer of the company against liability incurred in connection with such proceedings, if he or she acted in good faith and in a manner reasonably believed to be in the best interests of the company and, with respect to criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful. Section 607.0852 of the Florida Business Corporation Act requires that a director or officer
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