Exhibit 3.35
AGREEMENT OF LIMITED
PARTNERSHIP
OF
HUGHES PLUMBING SUPPLY,
LTD.
This Agreement of Limited
Partnership of Hughes Plumbing Supply, Ltd., a Florida limited
partnership (this “Agreement”), is entered into by and
among Hughes GP & Management, Inc., a Delaware corporation, as
general partner (the “General Partner”), and Hughes
Plumbing Holdings, LLC, a Florida limited liability company, as
limited partner (the “Limited Partner”). The General
Partner and the Limited Partner are referred to collectively as the
“Partners”, and the terms “General Partner”
and “Limited Partner” shall refer also to additional
general partners and limited partners, respectively, as may become
parties to this Agreement.
The General Partner and the Limited
Partner hereby form a limited partnership pursuant to and in
accordance with the Florida Revised Uniform Limited Partnership
Act, as amended from time to time (the “Act”), and
hereby agree as follows:
1. Name . The name of the
limited partnership formed hereby is Hughes Plumbing Supply, Ltd.
(the “Partnership”).
2. Purpose . The Partnership
is formed for the object and purpose of engaging in any lawful act
or activity for which limited partnerships may be formed under the
laws of Florida.
3. Registered Office . The
registered office of the Partnership in the State of Florida is
1201 Hayes Street, Tallahassee, Florida 32301.
4. Registered Agent . The
registered agent of the Partnership at the address of the
registered office is Corporation Service Company.
5. Partners . The names and
mailing addresses of the General Partner and the Limited Partner
are as follows:
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General Partner :
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Hughes GP & Management, Inc.
One Hughes Way
Orlando, Florida 32805
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Limited Partner :
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Hughes Plumbing Holdings, LLC
One Hughes Way
Orlando, Florida 32805
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6. Powers . The powers of the
General Partner include all powers, statutory and otherwise,
possessed by general partners under the laws of the State of
Florida.
7. Dissolution . The
Partnership shall dissolve, and its affairs shall be wound up, on
December 31, 2054 or at such earlier time as (a) all of the
partners of the Partnership approve in writing, (b) an event of
withdrawal of a general partner has occurred under the Act, or (c)
an entry of a decree of judicial dissolution has occurred under
Section 620.158 of the Act; provided, however, the Partnership
shall not be dissolved or required to be wound up upon an event of
withdrawal of a general partner described in Section 7(b) hereof if
(i) at the time of such event of withdrawal, there is at least one
(1) other general partner of the Partnership who carries on the
business of the Partnership (any remaining general partner being
hereby authorized to carry on the business of the Partnership), or
(ii) within ninety (90) days after the occurrence of such event of
withdrawal, all remaining partners agree in writing to continue the
business of the Partnership and to the appointment, effective as of
the event of withdrawal, of one (1) or more additional general
partners of the Partnership.
8. Capital Contributions .
The Partners of the Partnership shall contribute cash and property
to the Partnership in the amounts and of the type set forth across
from each such partner’s name below:
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Cash/Property
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General Partner:
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Hughes GP & Management, Inc.
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$
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10
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Limited Partner:
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Hughes Plumbing Holdings, LLC
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$
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990
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9. Additional Contributions .
No partner of the Partnership is required to make any additional
capital contribution to the Partnership.
10. Allocation of Profits and
Losses and Distributions . The Partnership’s profits and
losses shall be allocated and all distributions made to the
Partners of the Partnership based upon the percentage set forth
across from each partner’s name below:
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General Partner
:
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Hughes GP & Management, Inc.
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one percent (1%)
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Limited Partner
:
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Hughes Plumbing Holdings, LLC
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Ninety-nine percent (99%)
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2
The Limited Partnership may issue
certificates evidencing each Partner’s ownership interest in
the Limited Partnership. The total capital of the limited
partnership shall be represented by 100 limited partnership units
(“Units”). The Units represented on such certificates
shall be proportionate to the relative percentages of profits and
losses borne by the respective Partners.
11. Assignments .
(a) The Limited Partnership may
assign all or any part of its interest in the Partnership and may
withdraw from the Partnership only with the consent of the General
Partner.
(b) The General Partner may assign
all or part of its partnership interest in the Partnership and may
withdraw from the Partnership without the consent of the Limited
Partner.
12. Withdrawal . Except to
the extent set forth in Section 11, no right is given to any
partner of the Partnership to withdraw from the
Partnership.
13. Admission of Additional or
Substitute Members .
(a) One (1) or more
additional