EXHIBIT 3.183
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
SHC-KPH, LP
This Limited Partnership Agreement is
made and entered into this 31st day of May, 2007, by and between
Kingwood Pines Hospital, LLC, a Texas limited liability company,
the principal place of business of which is 6640 Carothers Parkway,
Suite 500 Franklin, TN 37067, as the general partner (the
“General Partner”), and HHC Kingwood Investment, LLC, a
Delaware limited liability company, the principal place of business
of which is 6640 Carothers Parkway, Suite 500 Franklin, TN
37067, as the limited partner (the “Limited Partner”).
(The General Partner and Limited Partner are collectively referred
to herein as the “Partners.”)
The Partners hereby agree as
follows:
ARTICLE 1.
GENERAL
1.1 Formation . The Partners
hereby form SHC-KPH, LP (the “Partnership”) as a
limited partnership under the Texas Revised Limited Partnership Act
(the “Limited Partnership Act”).
1.2 Name . The name of the
Partnership shall be “SHC-KPH, LP” and all business of
the Partnership shall be conducted in such name; provided, however,
the General Partner may change the name of the Partnership at any
time and from time to time by notice to the Limited Partner.
1.3 Purpose . The purpose of
the Partnership is to engage in any lawful act or activity in which
a limited partnership may engage under the Limited Partnership Act
including, without limitation, the acquisition, development,
construction, owning, mortgaging, encumbering, leasing,
disposition, improvement of and otherwise dealing with real
property and related personal property.
1.4 Term . The term of the
Partnership shall commence upon filing of the Certificate of
Limited Partnership of SHC-KPH, LP (the “Certificate”)
with the Texas Secretary of State and shall continue until the
completion of the Partnership’s dissolution, winding up, and
liquidation as provided herein.
1.5 Place of Business . The
Partnership may have such places of business within the United
States of America as the General Partner determines to be
appropriate from time to time.
1.6 Registered Agent . The
registered agent for service of process on the Partnership in the
State of Texas shall be National Registered Agents, Inc., 350 N.
St. Paul St., Suite 2900, Dallas, Texas 75201, or such other
person as the General Partner may designate from time to
time.
1.7 Filings . The General
Partner has executed and shall cause to be filed the Certificate in
the office of the Texas Secretary of State, in accordance with the
provisions of the Limited Partnership Act, and shall execute and
file such other certificates or documents required by any state or
other jurisdiction in which the Partnership engages in business.
The General Partner shall take any and all other actions reasonably
necessary to perfect and maintain the status of the Partnership as
a limited partnership and shall execute and file for public record
any and all filings in all places and at such times as necessary
for the continuation of and transaction of business by the
Partnership.
ARTICLE 2.
CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS
2.1 General Partner . The
General Partner shall contribute the sum of One Dollar ($1.00) as
and for the General Partner’s initial capital contribution
for its general partnership interest in the Partnership. Except as
provided in this Section 2.1, the General Partner shall not be
required to make any other capital contributions to the
Partnership.
2.2 Contribution of Limited
Partner . The Limited Partner shall contribute the sum of
Ninety-Nine Dollars ($99.00) to the Partnership as and for its
initial capital contribution for its limited partnership interest
in the Partnership.
2.3 No Right to Demand Capital
Contributions; No Priorities . Except as otherwise provided in
this Agreement and permitted by the Limited Partnership Act, the
Limited Partner shall not demand or receive a return of all or a
portion of its capital contributions or withdraw from the
Partnership without the written consent of the General Partner.
Under circumstances requiring a return of any capital
contributions, no Partner shall have the right to receive property
other than cash except as may be specifically provided herein. No
Partner shall have priority over any other Partner, either with
respect to the return of capital contributions or with respect to
profits, losses or distributions.
2.4 No Interest on Capital
Contributions . No Partner shall receive any interest, salary
or drawing with respect to its capital contributions or its capital
account or for services rendered to the Partnership or otherwise in
its capacity as a Partner, except as otherwise provided in this
Agreement.
2.5 Limited Liability . The
Limited Partner shall not be liable for the debts, liabilities,
contracts or any other obligations of the Partnership. Except as
otherwise provided by applicable law, the Limited Partner shall be
liable only to make its capital contributions and shall not be
required to lend any funds to the Partnership or, after its initial
capital contribution has been made, to make any additional capital
contributions to the Partnership. Except as otherwise provided in
this Agreement, the General Partner shall not have any personal
liability for the repayment of any capital contributions of the
Limited Partner. The Limited Partner shall not participate in the
control of the business of the Partnership.
2.6 Establishment of Capital
Accounts . A capital account shall be established and
maintained for each Partner in accordance with Section 704(b) of
the Internal Revenue Code of 294483-1 1986, as amended from time to
time (the “Code”), the U.S. Treasury Regulations
promulgated thereunder (the “Regulations”) and this
Agreement.
ARTICLE 3.
ALLOCATIONS AND DISTRIBUTIONS
3.1 Participation in Profits or
Losses . Profits or losses of the Partnership, including all
items of income, gain, loss, deduction, and credit, for each fiscal
>ear shall be allocated one percent (1%) to the General Partner
and ninety-nine percent (99%) to the Limited Partner.
3.2 Basis for Determining Profits
or Losses . For purposes of determining the profits, losses,
and each item thereof allocable to any period, profits, losses, and
each item thereof shall be determined on a daily, monthly, or other
basis, as determined by the General Partner using any permissible
method under Code Section 706 and the Regulations
thereunder.
3.3 Distributions . Except as
otherwise provided in Article 7 hereof, distributions of cash
or other property shall be made, at such times as the General
Partner may determine, one percent (1%) to the General Partner and
ninety-nine percent (99%) to the Limited Partner.
ARTICLE 4.
MANAGEMENT
4.1 Management of the
Partnership . The General Partner shall have full, exclusive
and complete charge of all affairs and business of the Partnership
and of the management and control of the Partnership, subject only
to the limitations in this Agreement. The General Partner shall
have all the rights and powers that may be possessed by a general
partner under the Limited Partnership Act and such rights and
powers as are otherwise conferred by law or it deems necessary,
advisable or convenient in managing the business and affairs of the
Partnership.
4.2 Limited Role of Limited
Partner . Except as otherwise set forth in this Section 4.2,
the Limited Partner shall not take part in, or interfere in any
manner with, the conduct or control of the business or affairs of
the Partnership or have any authority to act for, or on behalf of,
the Partnership; provided, however, at the sole and absolute
discretion of the General Partner, the Limited Partner may possess
and exercise any of the powers allowed to be possessed or exercised
by a limited partner under the Limited Partnership Act without the
Limited Partner being deemed to participate in the control of the
Partnership’s business.
4.3 Exculpation of General
Partner . No act or omission by the Partnership or the General
Partner, except gross negligence or willful misconduct, shall ever
subject the General Partner or its parent corporation, their
shareholders, officers, directors, employees, or agents to any
liability to the Partnership or any Partner. The foregoing
exculpation and exoneration expressly covers acts or omissions
which constitute or are accompanied by simple, common or ordinary
negligence.
4.4 Indemnification of General
Partner . To the fullest extent provided by law, the
Partnership shall indemnify the General Partner and its parent
corporation, their shareholders, 294483-1 officers, directors,
partners, agents and employees, and hold them harmless from and
against all claims and liabilities arising from, or related to, any
qualified act or omission of the Partnership and/or the General
Partner under this Agreement, including all damages, judgments,
fees, settlements, costs and attorneys’ fees actually and
reasonably paid or incurred by the General Partner or its parent
corporation in connection with any action, claim, suit or
proceeding covered by this indemnity. A “qualified act or
omission” for purposes of this Section 4.4 is an act or
omission done in good faith or in a manner the
General
Partner or its. parent corporation reasonably believed to be in, or
not opposed to, the best interest of the Partnership.
ARTICLE 5.
TRANSFERS OF INTERESTS
5.1 Voluntary Transfers by General
Partner . The General Partner shall have the right to sell,
assign, transfer, give or in any other way dispose of its entire
interest as general partner of the Partnership. Prior to the
effective date of such sale, assignment or transfer, such
purchaser, assignee or transferee shall be admitted as an
additional general partner of the Partnership and is hereby
authorized to continue the business of the Partnership without
dissolution. Upon such a sale or other disposition, the General
Partner shall cease to be a general partner of the Partnership as
provided in Article 6. Notwithstanding anything in this
Agreement to the contrary, the General Partner may pledge,
encumber, or otherwise give as collateral for loans or other
indebtedness, its general partnership interest in the Partnership
without notice to or the consent of the Limited Partner; upon
any
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