EXHIBIT 3.177
LIMITED PARTNERSHIP AGREEMENT
OF
HIGH PLAINS BEHAVIORAL HEALTH, L.P.
THIS
LIMITED PARTNERSHIP AGREEMENT, dated as of December 14, 2005,
of High Plains Behavioral Health, L.P. (the
“Partnership”), a Delaware limited partnership, is made
by and between PSI Hospitals, Inc., a Delaware corporation, and PSI
Texas Hospitals, LLC, a Texas limited liability company.
W I T N E S S E T H:
WHEREAS,
the Partnership was formed on December 14, 2005 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 PSI Texas Hospitals, LLC.
“Limited
Partner” shall mean PSI Hospitals, Inc.
“Partner”
shall mean those persons set forth on Schedule A
hereto, as amended from time to time.
“Partnership”
shall mean High Plains Behavioral Health, 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 High
Plains Behavioral Health, 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 Midland, 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
High Plains Behavioral Health, 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.
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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 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.
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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 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,
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