USP Texas, L.P. A Texas Limited Partnership
Exhibit 3.106(b)
USP Texas, L.P.
A Texas Limited Partnership
A Texas Limited Partnership
This
Limited Partnership Agreement is entered into as of the
1st day of January,
2000, by and between USP North Texas, Inc., a Delaware corporation
(the “General Partner”), and USP
Nevada Holdings, LLC, a Nevada corporation (the “Limited Partner”), as follows:
1. Formation, Purpose and Business of Limited Partnership. The General Partner and the
Limited Partner (sometimes hereinafter collectively referred to as the “Partners”), hereby
enter into and form a
limited partnership (the “Partnership”) pursuant to the Texas Revised Limited Act (the “Act”).
The name of the
Partnership shall be “USP Texas, L.P.” The rights and liabilities of the Partners shall be as
provided in the Act,
except as otherwise expressly provided herein. The purpose of the Partnership shall be to
acquire, own and operate
certain management and other corporate activities. The business of the Partnership shall be to
provide management
and other services to affiliated companies.
2. Addresses and Ownership Interests of the Partners. The address of the General
Partner is
00000 Xxxxxxx Xxxx, Xxxxx 000X, Xxxxxx, XX 00000. The address of the Limited Partner is 000
Xxxxxxxxxx Xxxxxx
Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000.
The General Partner shall make a capital contribution to the Partnership of $1.00 and shall
own a 1% interest in the Partnership. The Limited Partner shall make a capital contribution of
$99.00 to the Partnership and shall own a 99% interest in the Partnership. The partners shall also
make a capital contribution of certain assets set forth in Exhibit A.
3. Principal Office and Registered Agent. The address of the principal office where
records
of the Partnership are to be kept or made available is 00000 Xxxxxxx Xxxx, Xxxxx 000X, Xxxxxx,
XX 00000. The name
and address of the registered agent or the Partnership in the State of Texas is CT Corporation
System, 000 X. Xx.
Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000.
4.
Term. The term of the Partnership shall be from the date of the filing of a
Certificate of
Limited Partnership for the Partnership with the Secretary of State of the State of Texas
until the partnership is
terminated and dissolved upon the earlier of (a) the mutual agreement of the Partners or (b)
December 31, 2050.
Prior to the dissolution and liquidation of the Partnership, no Partner shall have the right
to receive any distributions
of or return of its capital contribution.
5. Allocations of Income and Distributions. All distributions and all allocations of
income,
gains, losses and credit shall be made in accordance with the ownership percentages of each
Partner as set forth in
paragraph 2 above.
6. Management by General Partner. The General Partner shall have the exclusive right
and
full power and authority to manage, control, conduct and operate the business of the
Partnership. The General
Partner is authorized to take any and all actions relating to the Partnership without the
consent of the Limited
Partner. Without limiting the generality of the foregoing, the General Partner may engage in
transactions with the
Partnership without any consent or approval of the Limited Partner. The General Partner shall
maintain all books
and records required by the Act to be maintained at the address specified above or at any
other address designated
by the General Partner. The General Partner shall have the right to designate a different
registered agent and/or
registered office for the Partnership by complying with the requirements of the Act.
7.
Indemnification. The Partnership shall indemnify and hold harmless the General
Partner
and its employees, agents, officers, directors and representatives to the fullest extent
permitted by the Act.
8. Withdrawals and Assignment. No Partner shall be permitted to withdraw from the
Partnership, or to transfer, assign or pledge its interest in the Partnership, without the
prior written consent of the
other Partner.
9.
Amendment. This Agreement may be amended solely by the General Partner without
the
approval of the Limited Partner. Any such amendment approved by the General Partner may amend and
restate this Agreement in its entirety and may add and/or substitute partners and re-allocate the
ownership interest of the partners in the sole and absolute discretion of the General Partner.
IN WITNESS WHEREOF, the parties hereto have executed this Limited Partnership Agreement as of
the day and year first above written.
| USP NORTH TEXAS, INC. |
||||
| By | /s/ Xxxx Xxxxxx | |||
| Name | Xxxx Xxxxxx | |||
| Title | Vice President | |||
| USP Nevada Holdings, LLC |
||||
| By | /s/ Xxxxx Xxxxxx | |||
| Name | Xxxxx Xxxxxx | |||
| Title | Secretary | |||
