LIMITED LIABILITY COMPANY AGREEMENT OF MPT OF DALLAS LTACH, LLC
Exhibit 3.97
OF
MPT OF DALLAS LTACH, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made and entered into as
of May 3, 2006, by and between MPT OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership (hereinafter referred to as the “Sole Member”), and MPT OF DALLAS LTACH, LLC,
a Delaware limited liability company (the “Company”).
W I T N E S S E T H:
WHEREAS, the Company was organized pursuant to the Delaware Limited Liability Company Act
(the “Act”), as set forth in the Delaware Code, § 18-101 et seq., as the
same may be amended from time to time on May 3, 2006; and
WHEREAS, the parties desire to enter into this Limited Liability Company Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
set forth below, the parties hereby agree as follows:
1. MEMBERSHIP INTERESTS. The Sole Member currently owns one hundred percent (100%)
of the percentage interests in the Company.
2. MANAGEMENT BY MEMBERS. Management of the Company shall be vested in its members.
The members shall have the exclusive right, power and authority to manage and operate the
business and affairs of the Company and to authorize any act or transaction on behalf of the
Company. The members may from time to time appoint and delegate authority to act on behalf
of the Company to such officers as the members deem appropriate. Any deed, agreement or
other instrument, whether or not for apparently carrying on in the usual way the business or
affairs of the Company, shall be binding on the Company and may be relied upon by any person
or entity which is supplied with such executed deed, agreement or other instrument, if the
same is executed on behalf of the Company by a member.
3. GOVERNING LAW. This Agreement shall be interpreted, construed and enforced in
accordance with the Act and the laws of the State of Delaware, without giving effect to its
choice of law provisions.
4. ENTIRE AGREEMENT. This Limited Liability Company Agreement constitutes the
entire agreement of the parties and supersedes all prior agreements, whether written or
oral.
5. AMENDMENTS. No amendments of this Agreement shall be valid unless it is set
forth in a writing signed by the members of the Company.
6. SINGLE PURPOSE ENTITY. The Company shall operate as a Single Purpose
Entity (as hereinafter defined). For the purpose of this Agreement, the term “Single
Purpose Entity” shall mean an entity which (i) exists solely for the purpose (the
“Purpose”) of acting as general partner of MPT of Dallas LTACH, L.P., a Delaware
limited partnership (the “Lessor”) (ii) conducts business only in its own name, (iii)
does not engage in any business other than the Purpose, (iv) other than the general
partnership interest in the Lessor, it does not hold, directly or indirectly, any
ownership interest (legal or equitable) in any entity or any real or personal property,
(v) does not have any assets other than those related to its interest in the Lessor and
does not have any debt other than as related to or in connection with the Purpose and
does not guarantee or otherwise obligate itself with respect to the debts of any other
person or entity, (vi) has its own separate books, records and accounts, (vii) holds
itself out as being a company separate and apart from any other entity, and (viii)
observes limited liability company formalities independent of any other entity.
IN WITNESS WHEREOF, the parties have executed and delivered this Limited Liability
Company Agreement on the date first set forth above.
| MPT OPERATING PARTNERSHIP, L.P. | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx
|
|||||
| Name: | Xxxxxx X. Xxxxxx | |||||
| Its: | EVP : COO | |||||
| MPT OF DALLAS LTACH, LLC | ||||||
| BY: MPT OPERATING PARTNERSHIP, L.P. | ||||||
| ITS: SOLE MEMBER | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx
|
|||||
| Name: | Xxxxxx X. Xxxxxx | |||||
| Its: | EVP : COO | |||||
2
THIS FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT of MPT OF
DALLAS LTACH, LLC, a Delaware limited liability company (the “Company”), is made and
entered into as of the 6th day of August, 2007, by and between the Company and MPT
OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as the sole member of the
Company (the “Sole Member”).
R E C I T A L S:
WHEREAS, the parties hereto have organized the Company pursuant to the Delaware
Limited Liability Company Act, Delaware Code Xxx. Title 6, § 18-101 et seq., as
the same may be amended from time to time, and any successor statute (the “Act”).
WHEREAS, the Company and the Sole Member entered into a Limited Liability Company
Agreement effective on May 3, 2006 (the “Agreement”).
WHEREAS, the parties desire to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of the
parties herein contained, the parties do hereby agree as follows:
1.
Amendment. The Agreement is hereby amended by
replacing Section 6 with the following:
6. SINGLE PURPOSE ENTITY. The Company shall operate as a Single
Purpose Entity (as hereinafter defined). For the purpose of this Agreement,
the term “Single Purpose Entity” shall mean an entity which (i) exists
solely for the purpose (the “Purpose”) of acting as general partner of MPT
of Dallas LTACH, L.P., a Delaware limited partnership (the “Lessor”) (ii)
conducts business only in its own name, (iii) does not engage in any
business other than the Purpose, (iv) other than the general partnership
interest in the Lessor, it does not hold, directly or indirectly, any
ownership interest (legal or equitable) in any entity or any real or
personal property, (v) does not have any assets other than those related to
its interest in the Lessor and does not have any debt other than as related
to or in connection with the Purpose and does not guarantee or otherwise
obligate itself with respect to the debts of any other person or entity;
provided, however, that, notwithstanding the foregoing, the Company may
guarantee or otherwise obligate itself with respect to the debts of any
affiliate, (vi) has its own separate books, records and accounts, (vii)
holds itself out as being a company separate and apart from any other
entity, and (viii) observes limited liability company formalities
independent of any other entity.
2. Acknowledgment. The Sole Member hereby acknowledges and consents to the terms and
provisions of this Amendment.
3. Affirmation. Except as hereby amended, the provisions of the Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the Company and the Sole Member have caused this Amendment to be
executed and delivered as of the date first shown above.
| MPT OF DALLAS LTACH, LLC | MPT OPERATING PARTNERSHIP, L.P. | |||||||
| By: MPT Operating Partnership, L.P., Sole Member | ||||||||
By:
|
/s/ R. Xxxxxx Xxxxxx | By: | /s/ R. Xxxxxx Xxxxxx | |||||
| R. Xxxxxx Xxxxxx, Executive Vice President and CFO | R. Xxxxxx Xxxxxx, Executive Vice President and CFO | |||||||
