LIMITED LIABILITY COMPANY AGREEMENT OF NEEDLES ACQUISITION LLC
Exhibit 3.2
OF
NEEDLES ACQUISITION LLC
This Limited Liability Company Agreement of Needles Acquisition LLC, a Delaware limited liability
company (the “Company”), effective as of February 24, 2011, is entered into by Ventas,
Inc., a Delaware corporation (the “Member”).
WHEREAS, the Company was formed as a limited liability company on February 24, 2011, by the filing
of a Certificate of Formation with the Secretary of State of the State of Delaware (the
“Certificate of Formation”) pursuant to and in accordance with the Delaware Limited
Liability Company Act, as amended from time to time (the “Act”); and
WHEREAS, the Member agrees that the membership in and management of the Company shall be governed
by the terms set forth in this Agreement.
NOW, THEREFORE, the Member agrees as follows:
1. Name of the Company. The name of the Company shall be “Needles Acquisition LLC” and
all business of the Company shall be conducted under such name.
2. Purpose and Powers. The purpose of the Company shall be to engage, directly or
indirectly, in any activity and to enter into any and all agreements, and transact any and all
lawful business for which a limited liability company may be organized under the laws of the State
of Delaware. Except as otherwise provided in this Agreement, the Act or any other applicable laws
and regulations, the Company shall have the power and authority to take any and all actions that
are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance
of the purposes described herein.
3. Principal Office; Registered Agent.
(i) The principal office of the Company shall be at such place as the Member may
determine from time to time.
(ii) The registered agent of the Company for service of process and the registered
office of the Company shall be that person and location reflected in the Certificate of
Formation. In the event that the registered agent ceases to act as such for any reason or
the registered office shall change, the Member shall designate a replacement registered
agent or file a notice of change of address, as the case may be.
4. Membership Interests. The Member owns 100% of the membership interests in the
Company (the “Membership Interests”) as set forth on Schedule A. The Company will not issue
any certificates to evidence ownership of the Membership Interests.
5. Limited Liability. Except as otherwise provided by the Act, the debts, obligations
and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the Company, and the Member shall not be obligated personally
for any such debt, obligation or liability of the Company solely by reason of being a member of the
Company.
6. Capital Contributions. No capital contribution has yet been made to the Company.
The Member shall not be obligated to make any capital contributions to the Company but may, in its
sole discretion, make capital contributions to the Company from time to time.
7. Distributions. Distributions shall be made at such times and in such amounts as
determined by the Member in accordance with the Act.
8. Allocation of Profits and Losses. The Company’s profits and losses shall be
allocated solely to the Member.
9. Management. In accordance with Section 18-402 of the Act, management of the
Company shall be vested in the Member and, as provided in Section 10, any Managers appointed by the
Member. The Member shall have the power to do any and all acts necessary, convenient or incidental
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 has the authority to bind the Company. Notwithstanding any other provision
of this Agreement, the Member is authorized to execute and deliver any document on behalf of the
Company without any vote or consent of any other person.
10. Officers. The Member may, from time to time as it deems advisable, appoint
officers of the Company (the “Officers”) and assign titles (including, without limitation,
President, Vice President, Secretary, and Treasurer) to any such person. Unless the Member decides
otherwise, if the title is one commonly used for officers of a business corporation formed under
the Delaware General Corporation Law, the assignment of such title shall constitute the delegation
to such person of the authorities and duties that are normally associated with that office. Each
officer of the Company is a “Manager” under 18-402 of the Act and is authorized to take any acts
permitted by the Act with respect to the management of the Company. Any delegation pursuant to
this Section 10 may be revoked at any time by the Member. Management of the Company.
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11. Exculpation and Indemnification. No Member or Officer shall be liable to the
Company, or any other person or entity who has an interest in the Company, for any
loss, damage or claim incurred by reason of any act or omission performed or omitted by such
Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be
within the scope of the authority conferred on such Member or Officer by this Agreement, except
that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of
such Member’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law,
a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or
claim incurred by such Member or Officer by reason of any act or omission performed or omitted by
such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed
to be within the scope of the authority conferred on such Member or Officer by this Agreement,
except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage
or claim incurred by such Member or Officer by reason of willful misconduct with respect to such
acts or omissions; provided, however, that any indemnity under this Section 11 shall be provided
out of and to the extent of Company assets only, and no Member shall have personal liability on
account thereof.
12. Certificate of Formation. Xxxxxxxxx Xxxxxxx, as an authorized person within the
meaning of the Act, has executed, delivered and filed the Certificate of Formation with the
Secretary of State of the State of Delaware, the filing of which is hereby ratified in all
respects. This authorization shall terminate on the execution of this Agreement, at which time, Xx.
Xxxxxxx will cease to be an authorized person.
13. Resignation. The Member may at any time resign from the Company. If the Member
resigns pursuant to this Section, an additional member shall be admitted to the Company, subject to
Section 14 hereof, upon its execution of an instrument signifying its agreement to be bound by the
terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior
to the resignation, and, immediately following such admission, the resigning Member shall cease to
be a member of the Company.
14. Admission of Additional Members. One (1) or more additional members of the
Company may be admitted to the Company with the written consent of the Member.
15. Dissolution.
(i) The Company shall dissolve, and its affairs shall be wound up upon the first to
occur of the following: (i) the written consent of the Member, (ii) at any time there are
no members of the Company unless the Company is continued in a manner permitted by the Act,
or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
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(ii) The bankruptcy of the Member will not cause the Member to cease to be a member of
the Company and upon the occurrence of such an event, the business of the Company shall
continue without dissolution.
(iii) In the event of dissolution, the Company shall conduct only such activities as
are necessary to wind up its affairs (including the sale of the assets of the Company in an
orderly manner), and the assets of the Company shall be applied in the manner, and in the
order of priority, set forth in Section 18-804 of the Act.
16. Severability. Each provision of this Agreement shall be considered separable and
if for any reason any provision or provisions herein are determined to be invalid, unenforceable or
illegal under any existing or future law, such invalidity, unenforceability or illegality shall not
impair the operation of or affect those portions of this Agreement which are valid, enforceable and
legal.
17. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original of this Agreement.
18. Entire Agreement. This Agreement constitutes the entire agreement of the Member
with respect to the subject matter hereof.
19. Governing Law. This Agreement shall be governed by, and construed under, the laws
of the State of Delaware (without regard to conflict of laws principles), all rights and remedies
being governed by said laws.
20. Amendments. This Agreement may not be modified, altered, supplemented or amended
except pursuant to a written agreement executed and delivered by the Member.
21. Term. The term of the Company shall be perpetual unless the Company is dissolved
and terminated in accordance with Section 15 and a certificate of cancellation is filed in
accordance with the Act.
22. Successors and Assigns. This Agreement shall be binding upon the Member and its
successors, executors, administrators, legal representatives, heirs and legal assigns and shall
inure to the benefit of the Member and, except as otherwise provided herein, its successors,
executors, administrators, legal representatives, heirs and legal assigns.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this
Agreement as of the date first written above.
VENTAS, INC. |
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By: | /s/ T. Xxxxxxx Xxxxx | |||
Name: | T. Xxxxxxx Xxxxx | |||
Title: | Executive Vice President,
Chief Administrative Officer and General Counsel |
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SCHEDULE A
Member | Membership Interest | |||
Ventas, Inc. |
100 | % |