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Exhibit
3.104
AGREEMENT
OF
LIMITED
PARTNERSHIP
OF
FAIRVIEW PARK, LIMITED
PARTNERSHIP
Fairview Park GP, Inc., a
Delaware corporation, with its principal place of business located
at One Park Plaza, Nashville, Tennessee, 37203 (the “General
Partner”), and CHCA Fairview Partner, Inc., a Delaware
corporation, with its principal place of business located at One
Park Plaza, Nashville, Tennessee, 37203 (the “Limited
Partner”), do hereby certify that a Certificate of Limited
Partnership was filed with the Secretary of State of Georgia on
April 6, 2000, and this Agreement of Limited Partnership has
been executed and a limited partnership has been formed under the
“Act” (as defined below) on the terms set forth
herein.
The parties hereto agree as
follows:
I.
DEFINITIONS
When used in this Agreement
of Limited Partnership, the following terms shall have the meanings
set forth below. In addition, certain terms shall have the meanings
set forth in Section 8.
1.1. “Act”
means the Georgia Revised Uniform Limited Partnership Act, being
Chapter 9 of Title 14 of the Official Code of Georgia Annotated as
amended from time to time.
1.2.
“Affiliate” means (i) any officer, director or
partner of the General Partner; (ii) any person, corporation,
partnership, trust or other entity controlling, controlled by or
under common control with the General Partner or any person
described in (i) above; (iii) any officer, director,
shareholder or general partner of any person described in
(ii) above; and (iv) any person who is a member, other
than as a limited partner, with any person described in
(i) and (ii) above in a relationship of joint venture,
general partnership or similar form of unincorporated business
association; provided, however, that an unaffiliated partner in a
partnership or joint venture with (a) the Partnership or
(b) an affiliate of the General Partner, shall not by virtue
of such relationship be deemed an Affiliate of the General Partner.
For purposes of this definition, the term “control”
shall also mean the control or ownership of 50% or more of the
outstanding voting securities of the entity referred to.
1.3.
“Agreement” means this Agreement of Limited
Partnership, as amended from time to time.
1.4. “Available
Cash Flow” means all cash funds of the Partnership on hand
from time to time less a reserve in such amount as determined by
the General Partner.
1.5. “Capital
Account” means, as to any Partner, the capital account
maintained for such Partner in accordance with the Code and the
regulations promulgated thereunder, including but not limited to
the rules regarding the maintenance of partners’ capital
accounts set forth in Treasury Regulation
Section 1.704-1.
1.6. “Capital
Contribution” means of, or in respect of, any Partner the
amount of all cash, notes, and other property, tangible or
intangible, contributed by such Partner to the capital of the
Partnership.
1.7.
“Code” means the United States Internal Revenue Code of
1986, as amended from time to time.
1.8. “General
Partner” means the party listed as such in the initial
paragraph of this Agreement, and any successor thereto.
1.9. “Net
Income” and “Net Loss” mean, for each fiscal year
or other period, an amount equal to the Partnership’s taxable
income or loss (including but not limited to any gain or loss to
the Partnership from any sale or disposition of all or any portion
of the assets of the Partnership, as well as, where the context
requires, related federal tax items such as tax preferences and
credits) for such year or period, determined in accordance with
Code Section 703(a) (for this purpose, all items of income,
gain, loss or deduction required to be stated separately pursuant
to Code Section 703(a)(1) shall be included in taxable income
or loss), with the following adjustments:
(i) Expenditures described in
Section 705(a)(2)(B) of the Code (including amounts treated as
Section 705(a)(2)(B) expenditures under Treasury Regulation
Section 1.704-1(b)(2)(iv)(i)) shall be deducted in the
determination of Net Income and Net Loss;
(ii) Income exempt from
taxation shall be included in the determination of Net Income and
Net Loss;
(iii) In the event any asset
is revalued pursuant to Treasury Regulation Sections
1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be
taken into account as gain or loss from the disposition of such
asset for purposes of computing Net Income and Net Loss;
(iv) In the event that the
book value of any asset differs from its adjusted tax basis, any
gain or loss from a disposition of that asset in which gain or loss
is recognized for federal income tax purposes shall be computed by
reference to its book value rather than its adjusted tax basis in
determining Net Income and Net Loss;
(v) In the event that the
book value of any asset differs from its adjusted tax basis, then
in lieu of depreciation as computed for federal income tax
purposes, depreciation for purposes of computing Net Income and Net
Loss shall be determined under Treasury Regulation
Section 1.704-1(b)(2)(iv)(g)(3) or 1.704-3(d)(2), as the case
may be; and
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(vi) Items of income, gain,
deduction, and loss specifically allocated pursuant to
Section 8.3 hereof shall not be taken into account in
determining Net Income or Net Loss.
1.10.
“Partners” means collectively the General Partner and
the Limited Partner.
1.11.
“Partnership” means the limited partnership formed by
the filing of a Certificate of limited Partnership of Fairview
Park, Limited Partnership, and governed by this
Agreement.
1.12.
“Partnership Percentage” means the interest of the
Partners in the Partnership and the interest of the Partners in the
profits and losses of the Partnership. Initially, the Partnership
Percentage shall be 99% to the Limited Partner and 1% to the
General Partner.
1.13. “Treasury
Regulations” means the income tax regulations promulgated
under the Code, including any amended or successor income tax
regulations thereto.
II.
ORGANIZATION
2.1.
Formation . The parties hereby form a limited
partnership under and pursuant to the Act. If required by the Act
or if the General Partner deems it appropriate to do so, the
General Partner shall promptly cause this Agreement to be filed for
record in the Office of the Secretary of State of Georgia, and in
such other places as necessary to protect the status of the
Partnership as a limited partnership and as otherwise required by
law.
2.2. Name
. The name of the Partnership is FAIRVIEW PARK, LIMITED
PARTNERSHIP. The business of the Partnership may be conducted under
any name chosen by the General Partner and the General Partner may
in its sole discretion from time to time change the name of the
Partnership.
III. PRINCIPAL PLACE OF
BUSINESS
The registered agent and
registered office of the Partnership shall be Corporation Service
Company, 4845 Jimmy Carter Boulevard, Norcross, Georgia
30093.
The principal place of
business or principal office of the Partnership in Georgia shall be
located at such place as the General Partner may from time to time
designate by notice to the Limited Partner.
IV. BUSINESS
The Partnership may engage in
any lawful business permitted by the Act, including without
limitation, acquiring, owning, operating, selling, leasing,
managing and otherwise dealing with real property and healthcare
businesses.
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V. TERM
The term of the Partnership
commenced on the date the Certificate of Limited Partnership was
filed in the Office of the Secretary of State of Georgia and shall
continue until December 31, 2050, unless terminated sooner
pursuant to Section 10.1 of this Agreement.
VI. CAPITAL
CONTRIBUTION AND STATUS
6.1. Capital
Contribution of the General Partner . The General
Partner shall make a Capital Contribution to the Partnership of
$1.00, payable in full in cash upon admission as the General
Partner.
6.2. Capital
Contribution of the Limited Partner . The Limited Partner
shall make a Capital Contribution to the Partnership of $99.00,
payable in full in cash upon admission as the Limited
Partner.
6.3. Future
Contribution . Neither Partner shall be required to make
any additional contribution of capital to the Partnership, although
the Partners may from time to time agree to make additional
contributions to the Partnership.
6.4. Limited
Liability . The Limited Partner shall not be bound by, or
personally liable for, the expenses, liabilities or obligations of
the Partnership, except as provided in the Act.
6.5. Role of
Limited Partner . Except as otherwise provided in
this Agreement and the Act, the Limited Partner shall take no part
in or interfere in any manner with the conduct or control of the
business of the Partnership and shall have no right or authority to
act for or bind the Partnership.
6.6. No Deficit
Capital Account Make-Up . Notwithstanding any other
provision in this Agreement, no Partner shall have an obligation to
the Partnership, to the other Partners or to third parties to
restore a negative Capital Account balance during the existence of
the Partnership or upon the dissolution or termination of the
Partnership.
VII. EXPENSES OF THE
PARTNERSHIP
7.1.
Reimbursement of Expenses Incurred by the General Partner
. The General Partner or its designee may charge the
Partnership for all direct expenses incurred by it or its
Affiliates in connection with the Partnership’s formation and
business including legal, accounting, record keeping and data
processing services. The General Partner or its designee may also
charge the Partnership with all allocable portions of direct
expenses incurred in connection with both Partnership and other
activities, such allocation to be determined on any basis selected
by the General Partner consistent with good accounting
practice.
VIII. ALLOCATION OF
INCOME AND LOSSES; CASH DISTRIBUTIONS
8.1. Capital
Accounts . The Partnership will create for each Partner an
account to be designated its “Capital Account” and
shall maintain and adjust such Capital Account in
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