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Title: |
Limited Partnership Agreement |
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Date: |
2003 |
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Preview shows 5KB of 29KB total |
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Price: |
$35 |
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ID: |
#1690362 |
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LIMITED PARTNERSHIP AGREEMENT
OF
TEXAS LAUREL RIDGE HOSPITAL, L.P.
This Limited Partnership Agreement is made and entered into this 24th
day of February, 2003, by and between PSI TEXAS HOSPITALS, LLC, a Texas limited
liability company, the principal place of business of which is 113 Seaboard
Lane, Suite C-100, Franklin, Tennessee 37067, as the general partner (the
"General Partner"), and PSI HOSPITALS, INC., a Delaware corporation, the
principal place of business of which is 113 Seaboard Lane, Suite C-100,
Franklin, Tennessee 37067, as the limited partner (the "Limited Partner"). (The
General Partner and Limited Partner are collectively referred to herein as the
"Partners.")
The Partners hereby agree as follows:
ARTICLE 1.
GENERAL
1.1 Formation. The Partners hereby form Texas Laurel Ridge
Hospital, L.P. (the "Partnership") as a limited partnership under the Texas
Revised Limited Partnership Act (the "Limited Partnership Act").
1.2 Name. The name of the Partnership shall be "Texas Laurel Ridge
Hospital, L.P." and all business of the Partnership shall be conducted in such
name; provided, however, the General Partner may change the name of the
Partnership at any time and from time to time by notice to the Limited Partner.
1.3 Purpose. The purpose of the Partnership is to engage in any
lawful act or activity in which a limited partnership may engage under the
Limited Partnership Act including, without limitation, the acquisition,
development, construction, owning, mortgaging, encumbering, leasing,
disposition, improvement of and otherwise dealing with real property and related
personal property.
1.4 Term. The term of the Partnership shall commence upon filing
of the Certificate of Limited Partnership of Texas Laurel Ridge Hospital, L.P.
(the "Certificate") with the Texas Secretary of State and shall continue until
the completion of the Partnership's dissolution, winding up, and liquidation as
provided herein.
1.5 Place of Business. The Partnership may have such places of
business within the United States of America as the General Partner determines
to be appropriate from time to time.
<PAGE>
1.6 Registered Agent. The registered agent for service of process
on the Partnership in the State of Texas shall be National Registered Agents,
Inc., 905 Congress Avenue, Austin, Texas 78701, or such other person as the
General Partner may designate from time to time.
1.7 Filings. The General Partner has executed and shall cause to
be filed the Certificate in the office of the Texas Secretary of State, in
accordance with the provisions of the Limited Partnership Act, and shall execute
and file such other certificates or documents required by any state or other
jurisdiction in which the Partnership engages in business. The General Partner
shall take any and all other actions reasonably necessary to perfect and
maintain the status of the Partnership as a limited partnership and shall
execute and file for public record any and all filings in all places and at such
times as necessary for the continuation of and transaction of business by the
Partnership.
ARTICLE 2.
CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS
2.1 General Partner. The General Partner shall contribute the sum
of One Dollar ($1.00) as and for the General Partner's initial capital
contribution for its general partnership interest in the Partnership. Except as
provided in this Section 2.1, the General Partner shall not be required to make
any other capital contributions to the Partnership.
2.2 Contribution of Limited Partner. The Limited Partner shall
contribute the sum of Ninety-Nine Dollars ($99.00) to the Partnership as and for
its initial capital contribution for its limited partnership interest in the
Partnership.
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