EXHIBIT 3.2.6
[ ] LIMITED PARTNERSHIP
AGREEMENT OF LIMITED PARTNERSHIP
THIS AGREEMENT OF LIMITED PARTNERSHIP dated as of the ____ day of April,
1996, by and among Harborside Health I Corporation as the General Partner; and
Harborside Healthcare Limited Partnership as the Limited Partner, and any such
other persons or entities as may hereafter be admitted to this partnership as
Limited Partners.
WHEREAS, the General Partner and the Limited Partner desire to form a
limited partnership pursuant to this Agreement and the Massachusetts Uniform
Limited Partnership Act;
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereby agree as follows:
1. The name of the partnership is [ ] LIMITED
PARTNERSHIP.
2. The 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 Massachusetts Uniform
Limited Partnership Act (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
Attn: Legal Department
The agent for service of process for the partnership shall be:
The Prentice-Hall Corporation System, Inc.
1201 Hays Street
Tallahassee, Florida 32301
4. The name and business address of each partner, general and limited partner
being respectively designated, 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
Attn: Legal Department
Limited Partner Address
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Harborside Health Care Limited Partnership c/o The Berkshire Group
470 Atlantic Avenue
Boston, MA 02210
Attn: Legal Department
5. The amount of cash contributed by the general partner, no other property
having been contributed by or agreed to be contributed in the future by the
general partner, is as follows: $10.00.
The amount of cash contributed by the limited partner, no other property
having been contributed by or agreed to be contributed in the future by the
limited partner, is as follows: $990.00.
6. Profits, losses, credits and items thereof of the partnership shall be
allocated, and cash shall be distributed in the following percentages:
Harborside Health I Corporation 1.0%
Harborside Healthcare Limited Partnership 99.0%
7. No additional contributions to the capital of the partnership have been
agreed to be made by the partners.
8. A limited partner may substitute an assignee as contributor in his place
only with the prior written consent of the general partner.
9. The limited partner has no right to withdraw from the partnership during
the partnership's existence, except with the consent of the general partner
and on the terms agreed to at the time of withdrawal, and the general
partner has no right to withdraw.
10. No partner has a right to receive any distributions of property, including
cash, from the partnership except to the extent the general partner
determines to make distributions in accordance with Section 6 hereof.
11. No partner has a right to receive distributions which include a return of
all or any part of its contribution except to the extent the general
partner determines to make such distributions in accordance with Section 6
hereof.
12. The partnership will be dissolved and its affairs wound up on December 31,
2046, unless sooner dissolved in accordance with the provisions of the Act.
13. The remaining general partner or general partners, if any, have the right
to continue the business of the partnership on the happening of an event of
withdrawal of a general partner.
14. The general partner shall have and may exercise all rights and powers
granted by the Act as from time to time in effect.
15. The general partner may appoint and remove one or more officers of the
partnership including, without limitation, a president, one or more
executive vice presidents, one or more other vice
presidents, a treasurer, one or more assistant treasurers, a controller, a
secretary, and one or more assistant secretaries. The general partner may
assign to any such officer from time to time such duties and powers as the
general partner may deem appropriate subject, however, to the general
provisions of this agreement with respect to the rights, powers and duties
of the general partner.
16. The general partner shall be entitled to such fees and reimbursements as
may be determined by agreement of the partners.
17. The general partner shall have the right to propose the transfer of some or
all of its interest to a new or additional general partner. Such proposed
new or additional general partner shall become a general partner of the
partnership only upon the unanimous written consent of all of the partners.
18. Special Power of Attorney Relating to Continuance of Partnership: If the
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business of the partnership is continued after dissolution, the limited
partner constitutes and appoints the remaining or new general partners, and
each of them, if more than one, irrevocably, recognizing their interest and
that of the other partners herein, and intending to create a durable power
of attorney, as such partners' true and lawful attorney to execute, swear
to and file whatever amended Certificates they deem appropriate in the
circumstances, and to take whatever action may be necessary to continue the
partnership business under applicable law.
19. No person dealing with the partnership, or its assets, whether as
mortgagee, assignee, purchaser, lessee, grantee or otherwise, shall be
required to investigate the authority of any general partner purporting to
act on behalf of the partnership, in selling, assigning, leasing,
mortgaging, or conveying any partnership assets, nor shall any such
assignee, lessee, purchaser, mortgagee, or grantee be required to inquire
as to whether the approval of the partners for any such sale, assignment,
lease, mortgage or transfer has been first obtained. Such person shall be
conclusively protected in relying upon certificate of authority of, or in
accepting any instrument signed by any general partner in the name and
behalf of, the partnership or the general partner.
20. The Partnership shall, to the extent provided below, indemnify a person who
was, is, or is threatened to be made a named Defendant or Respondent in a
proceeding because the person is or was a general partner of the
Partnership. The indemnification required by this paragraph shall be
provided whenever it is determined, as provided below, that the person
seeking indemnification:
(1) Acted in good faith; and
(2) Reasonably believed:
(a) In the case of conduct in the person's official capacity as a
general partner of the Partnership, that the person's conduct was
in the Partnership's best interest; and
(b) In all other cases, that the person's conduct was at least not
opposed to the Partnership's best interest; and
(3) In the case of a criminal proceeding, had no reasonable cause to
believe that his conduct was unlawful.
A determination that the indemnification standards set forth above have
been met shall be made by special legal counsel selected by the holders of
a majority in interest of limited partners who at
the time of the vote are not named Defendants or Respondents in the
proceeding. In the event that such a majority in interest cannot be
obtained, special legal counsel shall be selected by a majority in interest
of all limited partners.
21. The general partners shall have the authority to employ such agents,
employees, managers, accountants, attorneys, consultants and other persons
necessary or appropriate to carry out the business and affairs of the
Partnership, including itself and whether or not any such persons so
employed are partners or affiliates, and to pay such fees, expenses,
salaries, wages and other compensation, including incentive fees, to such
persons as it shall, in its sole discretion, determine, provided that any
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payments to the partners or affiliates shall, unless otherwise specifically
provided herein, be on arms-length terms. For all purposes hereof any
standard fees (i.e., fees similar to the highest fees generally charged by
such affiliates) paid to an affiliate in connection with the property,
whether the fees are for management, brokerage or other services rendered
or goods provided, shall be conclusively presumed to be reasonable arms-
length fees.
22. This Agreement may be amended by and only by the general partner together
with the consent of the limited partner.
IN WITNESS WHEREOF, the members of said partnership have executed this
Agreement as of the date set forth above, under penalties of perjury.
GENERAL PARTNER:
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HARBORSIDE HEALTH I CORPORATION
By: /s/ William Stephan
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William Stephan, Treasurer
LIMITED PARTNER:
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HARBORSIDE HEALTHCARE LIMITED PARTNERSHIP
By: KHI Corporation, its general partner
By: /s/ Stephen L. Guillard
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Stephen L. Guillard, President
SCHEDULE TO EXHIBIT 3.2.6
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The following entities have the Form of Agreement of Limited Partnership
included as Exhibit 3.2.6 with any changes from the form noted:
1. Harborside Acquisition Limited Partnership V
Changes from Form: Recital is pursuant to the Delaware Revised Uniform
Limited Partnership Act
Paragraph 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.
Paragraph 3. The agent for SOP is as follows:
Scott D. Spelfogel, Esq.
Office of the General Counsel
c/o The Berkshire Group
470 Atlantic Avenue, 13th Floor
Boston, Massachusetts 02210
Paragraph 12. The partnership will be dissolved and its affairs wound
up on December 31, 2029, unless sooner dissolved in accordance
with the provision of the Act.
2. Harborside Acquisition Limited Partnership VI
Changes from Form: Recital (same as Harborside Acquisition Limited
Partnership IV above (HALP V)
Paragraph 2. same as HALP V above
Paragraph 3. The agent for SOP is same as HALP IV above
Paragraph 12. same as HALP V above.
3. Harborside Acquisition Limited Partnership VII
Changes from Form: Recital (same as Harborside Acquisition Limited
Partnership IV above (HALP V)
Paragraph 2. same as HALP V above
Paragraph 3. The agent for SOP is same as HALP V above
Paragraph 12. same as HALP V above.
4. Harborside Acquisition Limited Partnership VIII
Changes from Form: Recital (same as Harborside Acquisition Limited
Partnership V above (HALP V)
Paragraph 2. same as HALP V above
Paragraph 3. The agent for SOP is same as HALP V above
Paragraph 12. same as HALP V above.
5. Harborside Acquisition Limited Partnership IX
Changes from Form: Recital (same as Harborside Acquisition Limited
Partnership V above (HALP V)
Paragraph 2. same as HALP V above
Paragraph 3. The agent for SOP is same as HALP IV above
Paragraph 12. same as HALP V above.
6. Harborside Acquisition Limited Partnership X
Changes from Form: Recital (same as Harborside Acquisition Limited
Partnership V above (HALP V)
Paragraph 2. same as HALP V above
Paragraph 3. The agent for SOP is same as HALP V above
Paragraph 12. same as HALP V above.
7. Harborside Massachusetts Limited Partnership
Changes from Form: Paragraph 12, dissolution of entity is December 31
2046
8. Harborside Dayton Limited Partnership
Changes from Form: Paragraph 12, dissolution of entity is December 31
2046
9. Harborside Healthcare Baltimore Limited Partnership
10. Harborside Healthcare Network Limited Partnership
Changes from Form: Recital is pursuant to the Florida Revised Uniform
Limited
Partnership Act, Chapter 620.108
Paragraph 2. The character of the business intended to be transacted
by the partnership is to develop a network of health care providers
and manage a consortium of healthcare providers dealing with post
acute services, said consortium to include skilled nursing facilities,
home health providers and durable medical equipment suppliers.
Paragraph 3. The address of the office at which records shall be kept
is as follows:
c/o The Berkshire Group
470 Atlantic Avenue, 13th Floor
2
Boston, Massachusetts 02210
Attn: Legal Department
The agent for SOP is as follows:
The Prentice-Hall Corporation System, Inc.
1201 Hays Street
Tallahassee, FL 32301
Paragraph 12. dissolution of entity is December 31 2029.
11. Harborside of Florida Limited Partnership
Changes from Form: Recital is pursuant to the Florida Revised Uniform
Limited
Partnership Act, Chapter 620.108
Paragraph 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.
Paragraph 3. The address of the office at which records shall be kept
is as follows:
c/o The Berkshire Group
470 Atlantic Avenue, 13th Floor
Boston, Massachusetts 02210
Attn: Legal Department
The agent for SOP is as follows:
The Prentice-Hall Corporation System, Inc.
1201 Hays Street
Tallahassee, FL 32301
Paragraph 12. dissolution of entity is December 31 2044.
12. Bridgewater Assisted Living Limited Partnership
13. Harborside Homecare Limited Partnership
Paragraph 2. The general character of the business intended to be
transacted by the partnership is provision of pharmacy services,
provision of psychiatric services, provision of infusion therapy,
provision of home health services and sale of durable medical
equipment 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.
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Paragraph 3. The address of the office at which records shall be kept
is as follows:
The Berkshire Group
470 Atlantic Avenue, 13th Floor
Boston, Massachusetts 02210
The agent for SOP is as follows:
David Moskowitzz, Esq.
c/o The Berkshire Group
470 Atlantic Avenue, 13th Fl.
Boston, MA 02210
Paragraph 12. dissolution of entity is December 31 2029.
Paragraph 4, general partner is KHI Corporation
14. Harborside of Ohio Limited Partnership
15. Harborside Toledo Limited Partnership
Changes from Form: Schedule A and an Amendment makes Harborside Toledo
the sole
General partner
16. Harborside Rehabilitation Limited Partnership
Paragraph 2. The general character of the business intended to be
transacted by the partnership is to provide physical therapy,
occupational therapy, speech pathology and audiology services, and
other rehabilitative services to patients of nursing homes, retirement
homes, congregate care facilities, psychiatric facilities, substance
abuse facilities and other health care related facilities; to be a
general and/or limited partner in any general or limited partnership
which conducts activities within the scope of this section; and to
conduct any other business activity allowed under the Act.
Paragraph 3. The address of the office at which records shall be kept
is as follows:
470 Atlantic Avenue, 13th Floor
Boston, Massachusetts 02210
The agent for SOP is as follows:
David Moskowitzz, Esq.
c/o The Berkshire Group
470 Atlantic Avenue, 13th Fl.
Boston, MA 02210
17. Harborside of Cleveland Limited Partnership
Paragraph 2. The character of the business intended to be transacted
by the partnership is to acquire, own, develop, improve, operate,
manage, maintain, lease, sell and otherwise deal with real property or
any improvements thereon; to do all the foregoing either directly or
through subsidiaries, and to do all things incidental to the foregoing
and to act in connection with any of the foregoing in any capacity
whatever; to own corporations or be a general or limited partner in
any business enterprise which the partnership would have the power to
conduct by itself; and to engage in such related activities as are
necessary, convenient or incidental to the above.
Paragraph 3. The address of the office at which records shall be kept
is as follows:
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The Berkshire Group
470 Atlantic Avenue, 13th Floor
Boston, Massachusetts 02210
The agent for SOP is as follows:
David Moskowitzz, Esq.
Office of the General Counsel
c/o The Berkshire Group
470 Atlantic Avenue, 13th Fl.
Boston, MA 02210
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