LIMITED LIABILITY COMPANY AGREEMENT OF MPT OF COVINGTON, LLC
Exhibit 3.92
OF
MPT OF XXXXXXXXX, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made and entered
into as of May 26, 2005, by and between MPT OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership (hereinafter referred to as the “Sole Member”), and MPT OF
XXXXXXXXX, 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 May 26, 2005;
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. 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.
4. ENTIRE AGREEMENT. This Limited Liability Company Agreement constitutes the
entire agreement of the parties and supersedes all prior agreements, whether written or
oral.
5. AMENDMENTS. No amendments of this Agreement shall be valid unless it is set forth
in a writing signed by the members of the Company.
[Signatures appear 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. |
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By: | /s/ Xxxxxx X. Xxxxx, Xx. | |||
Xxxxxx X. Xxxxx, Xx. | ||||
President and Chief Executive Officer | ||||
MPT OF XXXXXXXXX, LLC BY: MPT OPERATING PARTNERSHIP, L.P. ITS: SOLE MEMBER |
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By: | /s/ Xxxxxx X. Xxxxx, Xx. | |||
Xxxxxx X. Xxxxx, Xx. | ||||
President and Chief Executive Officer | ||||
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