Exhibit 3.133
LIMITED LIABILITY COMPANY AGREEMENT
of
MPT OF MOUNTAIN VIEW, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made as of September 29, 2011, by MPT of Idaho Falls, LLC, a Delaware limited liability company (the “Member”).
RECITALS:
WHEREAS, MPT of Mountain View, LLC (the “LLC”) has been formed as a limited liability company under the Delaware Limited Liability Company Act (6Del.C. §18-101,et seq.), as amended (the “Act”), by the filing on September 20, 2011, of a Certificate of Formation in the office of the Secretary of State of the State of Delaware; and
WHEREAS, the Member wishes to set out fully its rights, obligations and duties regarding the LLC and its assets and liabilities.
NOW, THEREFORE, in consideration of the covenants expressed herein, the Member hereby agrees as follows:
Section 1Purpose; Powers.
The principal business activity and purpose of the LLC shall be to engage in any lawful act or activity for which limited liability companies may be formed under the Act. The LLC shall possess and may exercise all the powers and privileges granted by the Act, any other law or this Agreement, together with any powers incidental thereto, and may take any other action not prohibited under the Act or other applicable law, so far as such powers and actions are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.
Section 2Capital Contributions.
The Member shall contribute to the capital of the LLC in such amounts and at such times as the Member may deem appropriate in its sole discretion.
Section 3Distributions.
Distributions (including distributions in liquidation) shall be made to the Member at such times as the Managers (as defined below) may deem appropriate in their sole discretion. The LLC is intended to be a disregarded entity for U.S. federal income tax purposes and the Manager shall not take any action inconsistent with the foregoing.
Section 4Management.
(a) The LLC shall be managed by a manager or managers (each a “Manager” and, collectively, the “Managers”). The Member shall have the right to appoint, remove and
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replace any Manager at any time. If at any time there is no appointed or otherwise designated Manager, then the Member shall be the Manager.
(b) The business, policies, property and affairs of the LLC shall be managed exclusively by the Manager or Managers. Each Manager shall have full, complete and exclusive authority and discretion to control the business, policies, property and affairs of the LLC, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the LLC’s business, property and affairs, including the naming of officers of the LLC pursuant to Section 4(c) below and the delegation of responsibility for the preceding to such officers. There is no requirement that any Manager hold a meeting in order to take action on any matter. Unless otherwise provided in this Agreement, any action taken by any Manager and the signature of any Manager on any agreement, contract, instrument or other document on behalf of the LLC, shall be sufficient to bind the LLC and shall conclusively evidence the authority of any Manager and the LLC with respect thereto.
(c) Each Manager may appoint officers at any time. The officers of the LLC, if deemed necessary by a Manager, may include a president, one or more vice presidents, secretary, treasurer, chief financial officer, and such other officers as a Manager determines to be appropriate. The officers shall serve at the pleasure of the Manager or Managers, subject to all rights, if any, of an officer under any contract of employment. An officer need not be a Member of the LLC, and the officers shall exercise such powers and perform such duties as shall be determined from time to time by the Manager or Managers.
(d) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by any Manager at any time. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
Section 5Fiscal Year.
The fiscal year end of the LLC shall be December 31.
Section 6 Term.
The term of the LLC commenced on the date the Certificate of Formation was filed in the Office of the Secretary of State of the State of Delaware and shall continue until the first to occur of the following:
| | (a) | | the election to dissolve the LLC made in writing by any Manager; |
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| | (b) | | the entry of a decree of judicial dissolution under Section 18-802 of the Act; or |
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| | (c) | | dissolution required by operation of law. |
Section 7Indemnification.
(a) The LLC shall indemnify each Indemnitee (as defined in Section 7(e)), from and against any and all losses, claims, damages, liabilities (joint or several), expenses
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(including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings (whether the same be civil, criminal, administrative or investigative) that relate to the operations of the LLC as set forth in this Agreement in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, to the fullest extent permitted by the Act.
(b) The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee or any other Person (as defined in Section 7(f)) may be entitled under any agreement, executed by any Manager, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitee is indemnified. The Members expressly intend that the provisions of this Section 7 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with any applicable third-party indemnifier having primary liability and the LLC having only secondary liability.
(c) In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.
(d) The provisions of this Section 7 are for the benefit of the Indemnitees, their heirs, successors and assigns and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the LLC’s liability to any Indemnitee under this Section 7 as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
(e) As used in this Section 7, the term “Indemnitee” or “Indemnitees” shall mean (i) any Person made a party to a proceeding by reason of his, her or its status as (A) any Manager or the Member, or (B) a member, partner or shareholder of any Manager or the Member, or (C) a director, officer or employee of the LLC, any Manager, the Member or any direct or indirect member, partner or shareholder of any Manager or the Member and (ii) such other Persons as any Manager may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.
(f) As used in this Section 7, the term “Person” or “Persons” shall mean any individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other legal entity or organization whether domestic or foreign.
Section 8Liability of Member
The Member shall not have any liability for the debts, obligations or liabilities of the LLC, except to the extent required under the Act. The Member shall not have any liability to restore any negative balance in its capital account.
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Section 9Interests Not Governed by Article 8. Limited liability company interests in the LLC shall not be securities governed by Article 8 of the Delaware Uniform Commercial Code.
Section 10Amendment.
This Agreement may be amended only pursuant to an instrument signed by the Member.
Section 11Governing Law.
This Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of laws provisions.
Section 12Entire Agreement.
This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating to such matter.
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IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the date first set forth above.
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| | | THE MEMBER: | | |
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| | | MPT of Idaho Falls, LLC | | |
| | | | | | | | | |
| | | By: | | MPT Operating Partnership, L.P., its sole member | | |
| | | | | | | | | |
| | | By: | | Medical Properties Trust, LLC, its general partner | | |
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| | | By: | | Medical Properties Trust, Inc., its sole member | | |
| | | | | | | | | |
| | | By: | | /s R. Steven Hamner | | |
| | | | | | | |
| | | | | Name: | | R. Steven Hamner | | |
| | | | | Title: | | Executive Vice President and
Chief Financial Officer | | |
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