AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SACMC, LLC
Exhibit 3.298
This Amended and Restated Limited Liability Company Agreement of SACMC, LLC, is entered into by San
Xxxxxx Medical, LLC, as the sole member (the “Member”).
WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of SACMC,
LLC, effective as of November 9, 1998.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other
good and valuable consideration, the Member hereby agrees as follows:
1. Name. The name of the limited liability company shall be SACMC, 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 Delaware Limited Liability Company Act (6 Del. C. § 18-101, et
seq.), as amended from time to time (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 Xxxx, 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 Xxxx,
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 is set forth in 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:
Xxxxx X. Xxxxxxx President
Xxxxxxx X. Xxxxxxx Senior Vice President and Treasurer
Xxxxxxx X. Xxxxxx Vice President and Secretary
Xxxx X. Xxxxxx XX Vice President
Xxxxxx Xxx Xxxxxx, Xx. Vice President
R. Xxxxxx Xxxxxxx Vice President
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.
15. Certificate(s) 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. 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 Amended and Restated Limited Liability
Company Agreement on the 29th day of April, 1999.
SAN XXXXXX MEDICAL, LLC
By: /s/ Xxxx X. Xxxxxx XX
Xxxx X. Xxxxxx XX
Vice President
SCHEDULE A
| Limited | ||||
| Liability | ||||
| Company | ||||
| Member and Business Address | Capital Contribution | Interest | ||
San Xxxxxx Medical, LLC Xxx Xxxx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attn: Xxxx X. Xxxxxx XX |
The assets contributed to the Company as set forth in a Xxxx of Sale and Assignment, effective as of the Effective Time (as defined therein), between the Member and the Company. | 100% |
