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Exhibit
3.170
PARTNERSHIP
AGREEMENT
OF
INTEGRATED REGIONAL
LABORATORIES, LLP
THIS PARTNERSHIP AGREEMENT
(the “Agreement”) of Integrated Regional Laboratories,
LLP, a Delaware limited liability partnership (the
“Partnership”), is made and entered effective as of the
8th day of December, 2005, by and between Integrated Regional Lab,
LLC, a Florida limited liability company (“IRL”), and
Health Services (Delaware), Inc., a Delaware corporation
(“HSD”).
WITNESSETH
WHEREAS , HSD and MDS
Laboratories Inc. (“MDS”) each formerly owned a 50%
general partnership interest in the Partnership, which was formerly
known as Integrated Regional Laboratories;
WHEREAS , HSD
transferred a 49% interest in the Partnership to IRL pursuant to a
Partnership Interest Contribution Agreement dated July 31,
2005 by and between HSD and IRL;
WHEREAS , MDS sold its
interest in the Partnership to IRL pursuant to a Purchase Agreement
dated July 31, 2005 by and between MDS and IRL; and
WHEREAS , as the
owners of all of the partnership interests, IRL and HSD have
approved of the Partnership becoming a limited liability
partnership pursuant to §15-1001, et seq. of the
Act;
WHEREAS , IRL and HSD
desire to terminate the Joint Venture Agreement of the Partnership
and replace it with this Agreement effective as of the date
hereof.
NOW, THEREFORE , in
consideration of the mutual covenants and agreements herein
contained, the parties hereby covenant and agree as
follows:
ARTICLE I
Definitions
When used in this Agreement,
the following terms shall have the meanings set forth
below:
1.1. “ Act
” shall mean the Delaware Revised Uniform Partnership Act
effective as of the date hereof.
1.2. “ Available
Cash Flow ” shall mean all cash funds of the Partnership
on hand at the end of each period, but not less than annually,
after payment of all Partnership obligations including debt
service, rent, interest and reasonably anticipated cash expenses
and contingencies, including rent, reserves, and all outstanding
and unpaid current cash obligations of the Partnership at the end
of such period (including those which are in dispute).
1.3. “ Fiscal
Year ” shall be equal to a calendar year.
1.4. “ Majority
Vote ” shall mean at least 51% of the Partnership
Percentage Interest entitled to vote on a matter or
action.
1.5. “ Managing
Partner ” shall have the meaning set forth in Article V
of this Agreement.
1.6. “ Partners
” shall mean IRL and HSD, together with any additional
Partners admitted pursuant to the provisions of this
Agreement.
1.7. “ Profit and
Loss ” shall mean the income, gain, loss and expense
items of the Partnership, calculated in accordance with
Section 702(a) and 703(a) of the Internal Revenue Code of
1986, as amended, and applicable Treasury Regulations.
1.8. “ Partnership
Interest ” shall mean a Partner’s ownership
interest in the Partnership, and shall include the Partner’s
Partnership Percentage Interest.
1.9. “ Partnership
Percentage Interest ” shall mean a Partner’s
percentage interest as is set forth on Schedule A
.
1.10. “ Transfer
” shall have the meaning set forth in Section 6.2 of
this Agreement.
1.11. “ Treasury
Regulations ” shall mean the regulations promulgated by
the United States Department of the Treasury pursuant to and in
respect of provisions of the Code. All references herein to
sections of the Regulations shall include any corresponding
provision or provisions of succeeding, substitute, proposed or
final Regulations whose effective dates apply to the
Partnership.
ARTICLE II
Organization
2.1. Purpose . 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.
2.2. Principal Place of
Business . The principal place of business of the Partnership
shall be designated from time to time by the Managing Partner. The
Partnership may have offices in addition to its principal place of
business as the business of the Partnership may require from time
to time.
2.3. Registered Agent and
Office . The name and address of the registered agent for
service of process on the Partnership in the state of Delaware
shall be The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801.
2
ARTICLE III
Term and
Termination
The term of the Partnership
shall be until December 31, 2055 and thereafter year to year
until terminated and dissolved upon the mutual agreement of the
Partners.
ARTICLE IV
Capital Contributions;
Allocation of Profit and Loss
4.1. Capital
Contributions . Each Partner (or its predecessor in interest)
has made the requisite capital contributions to the Partnership and
such contribution shall be reflected in each Partner’s
Capital Account balance and is set forth on Schedule A
.
4.2. Capital Account .
A Capital Account for each Partner shall be established, maintained
and adjusted in accordance with Treasury Regulation
Section 1.704-1(b)(2)(iv), including any optional adjustments
under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) that
the Partners believe are necessary to reflect the economic
interests of the Partners and, if applicable, the adjustments
required
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