Limited Liability Company Agreement of Sumner Real Estate Holdings, LLC
Exhibit 3.378
This Limited Liability Company Agreement of Xxxxxx Real Estate Holdings, LLC effective as of
May 19, 2010 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member
(the “Member”).
WHEREAS, the Member desires to form a limited liability company under and subject to the laws
of the State of Delaware for the purpose described below; and
WHEREAS, the Member desires to enter into this Agreement to define formally and express the
terms of such limited liability company and its rights and obligations with respect thereto;
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the Member hereby forms a limited liability company
pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. §
18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:
1. Name. The name of the limited liability company shall be Xxxxxx Real Estate
Holdings, LLC (the “Company”).
2. Purpose. The object and purpose of, and the nature of the business to be conducted
and promoted by the Company is, carrying on any lawful business, purpose or activity for which
limited liability companies may be formed under the Act and engaging in any and all activities
necessary or incidental to the foregoing.
3. Registered Office. The address of the registered office of the Company in the
State of Delaware is 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
4. Registered Agent The name and address of the registered agent of the Company for
service of process on the Company in the State of Delaware is Corporation Service Company, 0000
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
5. Member and Capital Contribution. The name and the business address of the Member
and the amount of cash or other property contributed or to be contributed by the Member to the
capital of the Company are set forth on Schedule A attached hereto and shall be listed on
the books and records of the Company. The managers of the Company shall be required to update the
books and records, and the aforementioned Schedule, from time to time as necessary to accurately
reflect the information therein.
The Member shall not be required to make any additional contributions of capital to the
Company, although the Member may from time to time agree to make additional capital contributions
to the Company.
6. Powers. The business and affairs of the Company shall be managed by the Member.
The Member shall have the power to do any and all acts necessary or convenient to or for the
furtherance of the purposes described herein, including all powers, statutory or otherwise,
possessed by members of a limited
liability company under the laws of the State of Delaware. The Member hereby designates the
following persons to serve as managers in the capacity set forth after their names, each until
such person’s successor shall have been duly appointed or until such person’s earlier resignation
or removal:
Xxxx X. Xxxxxxxxx, President
Xxxxxxxx X. Xxxx, Chief Financial Officer
R. Xxxxx Xxxxxx, Operations President
Xxxxx XxXxx, Operations CFO
Xxxxxxx X. Xxxxxx, Senior Vice President and Treasurer
Xxxxxxxxxxx X. Xxxxx, Vice President
Xxxx Xxx X. Xxxxx, Secretary
Xxxxxxxx X. Xxxx, Chief Financial Officer
R. Xxxxx Xxxxxx, Operations President
Xxxxx XxXxx, Operations CFO
Xxxxxxx X. Xxxxxx, Senior Vice President and Treasurer
Xxxxxxxxxxx X. Xxxxx, Vice President
Xxxx Xxx X. Xxxxx, Secretary
The managers of the Company shall have such authority and perform such duties in the
management of the Company as may be determined by the Member or as provided herein or under the
Act to one or more managers.
7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon
the first to occur of the following: (a) the written consent of the Member or (b) the entry of a
decree of judicial dissolution under Section 18-802 of the Act.
8. Allocation of Profits and Losses. The Company’s profits and losses shall be
allocated to the Member.
9. Distributions. Distributions shall be made to the Member at the times and in the
aggregate amounts determined by the Member.
10. Resignation. The Member shall not resign from the Company (other than pursuant to
a transfer of the Member’s entire limited liability company interest in the Company to a single
substitute member, including pursuant to a merger agreement that provides for a substitute member
pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.
11. Assignment and Transfer. The Member may assign or transfer in whole but not in
part its limited liability company interest to a single acquiror.
12. Admission of Substitute Member. A person who acquires the Member’s entire limited
liability company interest by transfer or assignment shall be admitted to the Company as a member
upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become
the “Member” for purposes of this Agreement.
13. Liability of Member and Managers. Neither the Member nor any manager shall have
any liability for the obligations or liabilities of the Company except to the extent provided
herein or in the Act.
14. Indemnification. The Company shall indemnify and hold harmless each manager and
the Member and its partners, shareholders, officers, directors, managers, employees, agents and
representatives and the partners, shareholders, officers, directors, managers, employees, agents
and representatives of such persons to the fullest extent permitted by the Act.
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15. Certificates of Interest. Interest in the Company shall be represented by
certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section
8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of
the Uniform Commercial Code.
16. Amendment. This Agreement may be amended from time to time with the consent of the
Member.
17. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as
of May 19, 2010.
| LifePoint Holdings 2, LLC |
||||
| By: | /s/ Xxxx Xxx X. Xxxxx | |||
| Xxxx Xxx X. Xxxxx | ||||
| Secretary | ||||
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