LIMITED LIABILITY COMPANY AGREEMENT OF MPT OF FLORENCE, LLC
Exhibit 3.138
OF
MPT OF XXXXXXXX, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made and entered into as of
October 21, 2010, by and between MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
(hereinafter referred to as the “Sole Member”), and MPT OF XXXXXXXX, 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 October 21, 2010; 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. INDEMNIFICATION. The Company shall indemnify any person made a party to a proceeding
by reason of its status as a current or former member, manager, officer or employee of the
Company, or a current or former member, manager, officer or employee of an affiliate of the
Company (each an “Indemnitee”), from and against any and all losses, claims, damages,
liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments,
fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or
proceedings, civil, criminal, administrative or investigative, that relate to the operations of
the Company as set forth in this Agreement in which any Indemnitee may be involved, or is
threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or
omission of the Indemnitee was material to the matter giving rise to the proceeding and either was
committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee
actually received an improper personal benefit in money, property or services; or (iii) in the
case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or
omission was unlawful. The termination of any proceeding by judgment, order or settlement does not
create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth
in this Section 3. The termination of any proceeding by conviction or upon a plea of nolo
contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a
rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this
Section 3. Any indemnification pursuant to this Section 3 shall be made only out
of the assets of the Company.
The indemnification provided by this Section 3 shall be in addition to any other rights to
which an Indemnitee or any other person may be entitled under any agreement, pursuant to any vote
of the Members, as a matter of law or otherwise, and shall continue as to an Indemnitee who is no
longer a member, manager, officer, employee or otherwise affiliated with the Company.
4. 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.
5. ENTIRE AGREEMENT. This Limited Liability Company Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements, whether written or oral.
6. AMENDMENTS. No amendments of this Agreement shall be valid unless it is set forth in a
writing signed by the members of the Company.
7. 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 acquiring, owning,
developing, and leasing certain real estate and improvements located in Xxxxxxxx, Pinal County,
Arizona, (ii) conducts business only in its own name, (iii) does not engage in any business other
than the Purpose, (iv) 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 stated above 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.
[Signatures on the following page.]
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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: Name: |
/s/ Xxxxxx X. Xxxxx
|
|||||
| Its: | Chairman, President & CEO | |||||
| MPT OF XXXXXXXX, LLC | ||||||
| BY: | MPT OPERATING PARTNERSHIP, L.P. | |||||
| ITS: | SOLE MEMBER | |||||
| By: | /s/ Xxxxxx X. Xxxxx
|
|||||
| Name: | Xxxxxx X. Xxxxx, Xx. | |||||
| Its: | Chairman, President & CEO | |||||
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