EXHIBIT 3.2.9
[ ] LIMITED PARTNERSHIP
CERTIFICATE OF LIMITED PARTNERSHIP
The Partners desire to organize a limited partnership in accordance with
the laws of the Commonwealth of Massachusetts. In furtherance thereof, the
General Partner hereby executes and agrees to file this Certificate in
accordance with the provisions of the Massachusetts Uniform Limited Partnership
Act (the "Act").
The undersigned, desiring to effectuate the formation of a limited
partnership, pursuant to the laws of the Commonwealth of Massachusetts, does
hereby certify and swear to the following:
1. The name of the partnership is [ ] Limited
Partnership.
2. The general character of the business intended to be transacted by the
partnership is to acquire, own, lease, invest in, improve, hold,
encumber, sell, manage, maintain, operate and otherwise deal with
nursing homes, retirement homes, congregate care facilities,
rehabilitation facilities, psychiatric facilities, substance abuse
facilities, medical office buildings or other health care related
commercial properties, and any equity interest of the partnership
therein, whether direct or indirect, through nominees, joint ventures
or otherwise, and real estate and personal property related thereto;
to be a general and/or limited partner in any general or limited
partnership in which the partnership shall act as a general and/or
limited partner which conducts activities within the scope of this
section; and to conduct any other business activity allowed under the
Act.
3. The address of the office of the partnership at which shall be kept
the records and partnership documents of the partnership is to be:
c/o The Berkshire Group
470 Atlantic Avenue
Boston, MA 02210
The agent for service of process for the partnership shall be:
Scott D. Spelfogel, Esq.
The Berkshire Group
470 Atlantic Avenue
Boston, MA 02210
4. The name and business address of the General Partner is as follows:
General Partner Address
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Harborside Health I Corporation c/o The Berkshire Group
470 Atlantic Avenue
Boston, MA 02210
5. The partnership will be dissolved and its affairs wound up on December
31, 2029, unless sooner dissolved in accordance with the provisions of
the Act.
IN WITNESS WHEREOF, the General Partner of said partnership has executed this
certificate this 26th day of August, 1997, under penalty of perjury.
General Partner:
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HARBORSIDE HEALTH I CORPORATION
By: /s/ K. Scott Griggs
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K. Scott Griggs, Assistant Secretary
SCHEDULE TO EXHIBIT 3.2.9
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The following entities have the Form a of Certificate of Limited Partnership
included as Exhibit 3.2.9 with any changes from the form noted:
1. Harborside Acquisition Limited Partnership V
2. Harborside Acquisition Limited Partnership VI
3. Harborside Acquisition Limited Partnership VII
4. Harborside Acquisition Limited Partnership VIII
5. Harborside Acquisition Limited Partnership IX
6. Harborside Acquisition Limited Partnership X
7. Harborside Massachusetts Limited Partnership
8. Harborside Dayton Limited Partnership
Changes from Form: Paragraph 5 date for dissolution is December 31, 2046
9. Harborside Rhode Island Limited Partnership
10. Harborside Connecticut Limited Partnership
11. Harborside of Cleveland Limited Partnership
Changes from Form: Paragraph 5 date for dissolution is December 31, 2040.
12. Harborside Rehabilitation Limited Partnership
Changes from Form: Paragraph 5 date of dissolution is December 31, 2040.
13. Harborside Homecare Limited Partnership
Changes from Form: Paragraph 4, general partner is KHI Corporation
Paragraph 5 date of dissolution is December 31, 2045.
14. Harborside of Ohio Limited Partnership
Changes from Form: Paragraph 3 address is c/o The Krupp Companies
Paragraph 5 date of dissolution is December 31, 2029.
15. Harborside Toledo Limited Partnership
Changes from Form: Amendment making Harborside Toledo Corp. the general
partner
Paragraph 5 date of dissolution is December 31, 2035
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