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Exhibit
3.138
AGREEMENT OF LIMITED
PARTNERSHIP
OF
CHCA MANAGEMENT SERVICES,
L.P.
The undersigned parties,
being all of the partners (the “Partners”) of CHCA
Management Services, L.P. (the “Partnership”), a
Delaware limited partnership, hereby form the Partnership pursuant
to the provisions of the Delaware Revised Uniform Limited
Partnership Act (the “Act”), and hereby agree that the
ownership interests in the Partnership (“Percentage
Ownership”) and the capital contributions of the Partners are
as follows:
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Name and
Address
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Percentage
Ownership
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Initial
Contribution
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| SOLE GENERAL
PARTNER: |
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CMS GP, LLC
(the “General
Partner”)
One Park Plaza
Nashville, Tennessee 37203
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1% |
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The assets
contributed to the Partnership by the General Partner, as set forth
in a Contribution Agreement, effective as of the Effective Time (as
defined therein), between the Partners and the
Partnership. |
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| SOLE LIMITED
PARTNER: |
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Management Services LP, LLC
(the “Limited
Partner”)
One Park Plaza
Nashville, Tennessee 37203
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99% |
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The assets
contributed to the Partnership by the Limited Partner as set forth
in a Contribution Agreement, effective as of the Effective Time (as
defined therein), between the Partners and the
Partnership. |
Neither Partner shall be
required to make any additional contributions of capital to the
Partnership, although the Partners may from time to time agree to
make additional contributions to the Partnership.
The Partnership may engage in
any lawful business permitted by the Act, including without
limitation, acquiring, constructing, developing, owning, operating,
selling, leasing, financing and otherwise dealing with real
property and healthcare businesses.
The address of the registered
office of the Partnership in the State of Delaware is 1013 Centre
Road, Wilmington, Delaware 19805 and the name and address of the
registered agent for service of process on the Partnership in the
State of De
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