EXHIBIT 3.175
LIMITED PARTNERSHIP AGREEMENT
OF
HICKORY TRAIL HOSPITAL, L.P.
THIS
LIMITED PARTNERSHIP AGREEMENT, dated as of May 23, 2006, of
Hickory Trail Hospital, L.P.(the “Partnership”), a
Delaware limited partnership, is made by and between Texas Hospital
Holdings, Inc., a Delaware corporation, and Texas Hospital
Holdings, LLC, a Texas limited liability company.
W I T N E S S E T H:
WHEREAS,
the Partnership was formed on May ___, 2006 as a limited
partnership pursuant to Delaware Revised Uniform Limited
Partnership Act.
NOW,
THEREFORE, the Partners hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1.
Definitions . As used herein the following terms
shall have the indicated meanings:
“Act”
shall mean the Delaware Revised Uniform Limited Partnership Act, as
hereafter amended from time to time.
“Agreement”
shall mean this Limited Partnership Agreement, as hereafter amended
from time to time.
“Certificate”
shall mean the Certificate of Limited Partnership of the
Partnership, as amended from time to time.
“Code”
shall mean the Internal Revenue Code of 1986, as amended from time
to time.
“Contributed
Capital” shall mean of, or in respect of, each Partner as of
any date the amount of money or other property, tangible or
intangible, contributed by each Partner to the capital of the
Partnership as of such date. The amount of Contributed Capital made
in property other than money shall be the fair market value, net of
assumed liabilities, of the contributed property as determined by
each Partner.
“General
Partner” shall mean Texas Hospital Holdings, LLC.
“Limited
Partner” shall mean Texas Hospital Holdings, Inc.
“Partner”
shall mean those persons set forth on Schedule A
hereto, as amended from time to time.
“Partnership”
shall mean Hickory Trail Hospital, L.P.
“Partnership
Percentage” shall mean, in the case of each Partner, a
fraction, stated as a percentage, with a numerator equal to the
number of Units held by such Partner and a denominator equal to the
number of Units outstanding.
“Unit”
shall mean a unit of undivided partnership interest in the
Partnership. Such interest includes any and all rights to which
each Partner may be entitled as provided in this Agreement,
together with all obligations of each Partner to comply with the
terms and provisions of this Agreement. Each Partner’s Units
shall constitute each Partner’s entire interest in the
Partnership. Units shall be designated on Schedule A as
General Partner Units or Limited Partner Units.
ARTICLE II
PURPOSE AND BUSINESS
2.1.
Name . The name of the Partnership is Hickory Trail
Hospital, L.P. The Partnership may conduct its business under any
name chosen by the General Partner, and the General Partner may in
its sole discretion from time to time change the name under which
the Partnership conducts its business. The Partnership shall file
any assumed or fictitious name certificates as may be required to
conduct business in any state.
2.2.
Purpose . The business to be conducted by the
Partnership shall be to (a) own and operate a behavioral
health care facility located in DeSoto, Texas, (b) carry on
any and all activities necessary, proper, convenient, or advisable
in connection therewith, and (c) undertake any other lawful
business activity permitted by the laws of the State of
Delaware.
2.3.
Term . The term of the Partnership shall commence
upon filing of the Certificate of Limited Partnership of Hickory
Trail Hospital, L.P. with the Delaware Secretary of State and shall
continue until the completion of the Partnership’s
dissolution, winding up, and liquidation as provided herein.
ARTICLE III
CAPITAL
3.1.
Contributed Capital . Concurrently with the execution
of this Agreement, each Partner will purchase the number of Units
set forth opposite each Partner’s name on Schedule A
hereto in exchange for the Contributed Capital set forth thereon,
payable in immediately available funds. Each Partner may make
additional payments of Contributed Capital from time to time.
ARTICLE IV
DISTRIBUTIONS
4.1.
Distributions of Available Cash Flow and Allocation of
Profits and Losses . The Partnership shall distribute to
each Partner such cash funds, after (i) provision for payment
of all outstanding and unpaid current cash obligations of the
Partnership at such time (including those which are in dispute) and
(ii) provisions for adequate reserves for reasonably
anticipated cash expenses and contingencies (which may include debt
service on
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Company
indebtedness), at such times, in such amounts and in such manner as
shall be determined by the General Partner. Such distributions
shall be made to the Partners in accordance with their Partnership
Percentages. Profits and losses of the Partnership, as well as each
item of income, loss, expense or gain for federal income tax
purposes, shall be allocated among the Partners in accordance with
their Partnership Percentage and the Treasury Regulations issued
under Code Section 704. Each Partner shall have a capital
account which shall be maintained in accordance with Code
Section 704 and the Treasury Regulations thereunder
(“Capital Account”).
4.2.
Limitations on Distributions . No distribution shall
be declared by the General Partner and paid by the Partnership
unless, after giving effect to the distribution, the Partnership
will be able to pay its debts as they become due in the normal
course of business and the Partnership’s total assets are
more than the sum of the Partnership’s total liabilities,
except that the fair value of property that is subject to a
liability for which the recourse of creditors is limited shall be
included in the assets of the Partnership only to the extent that
the fair value of the property exceeds that liability.
ARTICLE V
PARTNERS
5.1.
Meetings . The Partners shall hold any meeting for
the purpose of transacting such business as may be properly brought
before the meeting. Any meeting may be held within or without the
State of Delaware.
5.2.
Liability of Limited Partner . Except as otherwise
provided by the Act, the Limited Partner shall not be obligated
personally for any debt, obligation or liability of the Partnership
solely by reason of being a Limited Partner of the Partnership. The
Partnership shall indemnify the Limited Partner and hold it
harmless from and against any and all debts, obligations and
liabilities of the Partnership, if any, to which the Limited
Partner becomes subject by reason of being a Limited Partner,
whether arising in contract, tort or otherwise; provided, however,
that the indemnification obligation of the Partnership under this
Section 5.2 shall be paid only from the assets of the
Partnership and the Partners shall have no personal obligation, or
any obligation to make any payment of Contributed Capital with
respect thereto.
5.3.
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, stockholders, 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.
ARTICLE VI
POWERS OF THE
GENERAL PARTNER
6.1.
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 Act and such rights and
powers as are otherwise conferred by law or it
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deems
necessary, advisable or convenient in managing the business and
affairs of the Partnership.
6.2.
Tax Matters Partner . The General Partner shall be
the Tax Matters Partner as set forth in the Code and shall be
empowered to represent the Partnership in all administrative and
judicial proceedings involving federal income tax matters.
6.3.
Authority of the General Partner . No person dealing
with the General Partner shall be required to determine the General
Partner’s authority to make any commitment or undertaking on
behalf of the Partnership nor to determine any fact or circumstance
bearing upon the existence of its authority. No purchaser of any
property or interest owned by the Partnership shall be required to
determine the right to sell and the authority of the General
Partner or its designees to sign and deliver on behalf of the
Partnership any such instrument of transfer, or to see to the
application or distribution of revenues or proceeds paid or
credited in connection therewith.
6.4.
Resignation . The General Partner may resign at any
time with thirty (30) days written notice. Upon such
resignation, the
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