Exhibit 3-210
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ARTICLES OF GENERAL PARTNERSHIP AGREEMENT
KNOW ALL MEN BY THESE PRESENTS that the undersigned do hereby make,
constitute and declare themselves to be engaged in relationship to each other
as a general partnership doing business under the firm and style of XXXXXXXX
HEALTH FACILITIES with principal place of said partnership being located at
the premises at 00 Xxxxxxxx Xxxxxx, Xxxx xx Xxxxxxx, Xxxxxx of Merrimack, and
State of New Hampshire.
II. The character of the business partnership shall own, possess, control,
manage, operate, lease and otherwise utilize real estate, which real estate
shall include but be not limited to nursing homes and facilities of like or
similar nature.
III. The location of the principal place of business of said partnership
shall be at 00 Xxxxxxxx Xxxxxx, xx xxx xxxx xx Xxxxxxx, Xxxxxx of Merrimack,
and said state.
IV. The name, place and residence of each member general partners being
effectively designated as:
Xxxxxxx XxXxxxxx, 00 Xxxxxxxx Xxxxxx, Xxxxxxx, XX
Xxxxx XxXxxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx, XX
Xxxxxxx XxXxxxxx, Upper Queen Street, Boscawen, NH
V. The term for which said partnership is to exist is perpetual.
VI. The amount of cash and description of property at an audited and agreed
value of Two Million, Four Hundred and Twenty-One Thousand, Three Hundred and
Seventy-Nine Dollars ($2,421,379) as of December 31, 1983 contributed by the
respective partners in equal interest one with the other; consisting of real
estate, land, buildings and including computers and an airplane. The detailed
description of the above is also described in a report entitle "Audited
Financial Statement and Other Financial Information of XxXxxxxx Health
Facilities." Said report is prepared by Ernst & Whinney and is dated December
31, 1983.
Partners have, since December 31, 1983, contributed in equal interest land,
buildings and other related assets at a Facility doing business as XxXxxxxx
Health Care Centre Newport, Inc. formerly known as Bellevue/Newport Nursing Home
on Xxxxxxxx Xxxxx,
Xxxxxxx, Xxxxx Xxxxxx valued at approximately 2.9 Million Dollars and a
building known as the Kent Home located in Lancaster, New Hampshire valued at
approximately Four Hundred Thousand Dollars ($400,000). The partners also
contributed equally One Hundred and Fifty Thousand ($150,000) on an option to
purchase the Country Village Nursing Home located in Lancaster, New Hampshire
and paid equally an additional Fifty Thousand ($50,000) for the management
agreement for that facility. Partners also agree that they have equally
contributed Forty Thousand Dollars ($40,000) as a down payment on the Newport
facility and Twenty-Five Thousand Dollars ($25,000) down payment on the
Claremont Nursing Home in Claremont, New Hampshire.
VII. Additional contributions, if any, which are to be made by each partner
hereunder shall be at all times equal and in consideration of the contribution
of the other, or otherwise represented by promissory note and obligation of
any partner not so contributing to accomplish an equalization adjustment by
the respective parties at all times with respect to and in the furtherance of
the partnership business.
VIII. The time when the contribution of each partner is to be returned is
at the time of sale or liquidation of the business enterprise or upon the
acquisition by mutual agreement of the partners of the interest of any other
general partner which by operation of law shall be consistent with the
provisions of RSA 304.
IX. No general partner to this agreement may substitute an assignee as a
contributor in his place except upon the prior written approval of all parties
to the within agreement.
X. The right of the partners to admit additional partners shall be upon the
unanimous agreement of all parties to the within agreement, subject to
limitation and restrictions with respect to the transfer of interest hereunder
whereby all parties in interest may at all times be required to sell, transfer
or convey their interest to the other partners prior to the transfer of the
interest otherwise.
XI. No one of the partners is entitled to any priority over the other
partners as to contributions, compensation by way of income or the nature of
interest in property hereunder.
XII. No right is extended to a partner to demand and receive property other
than cash in return for his contributions except by the unanimous agreement of
all parties hereto.
XIII. The within partnership may further adopt such bylaws, rules,
regulations and other provisions as may suitably provide for the operation of
the partnership's business affairs.
XIV. Any and all disputes arising as a consequence of the partnership
terms, conditions or provisions or relating to the operation thereof shall be
resolved by arbitration agreeably to the terms and provisions of the American
Arbitration Association, all of which shall be governed by the laws of The
State of New Hampshire. This partnership shall enjoy all the powers and
privileges of partnerships afforded under the laws of The State of New
Hampshire and specifically those set forth in RSA 304.
XV. Any action to be taken by the Partners may be taken without a meeting
if a consent in writing, which may be contained in a single document or may be
contained in more than one document so long as the documents in the aggregate
contain the required signatures, setting forth the action so taken, shall be
signed by all of the Partners. Such consent shall have the same effect as a
unanimous vote.
IN WITNESS WHEREOF, the Partners have hereunto executed this document the
10th day of June 1988.
/s/ Xxxxxxx X. XxXxxxxx
_____________________________
Xxxxxxx X. XxXxxxxx, General
Partner, SSo003 - 16 - 8944
/s/ Xxxxx X. XxXxxxxx
_____________________________
Xxxxx X. XxXxxxxx, General
Partner, SSo001 - 20 - 6608
/s/ Xxxxxxx XxXxxxxx
_____________________________
Xxxxxxx XxXxxxxx, General
Partner, SSo002 - 32 - 5778
ASSIGNMENT
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Background
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Pursuant to that certain Purchase Agreement dated as of August 18, 1995, by
and among Accumed, Inc., XxXxxxxx Health Care Centers, Inc., XxXxxxxx Health
Care Center-Concord, Inc., XxXxxxxx Health Facilities ("MHF"), XxXxxxxx Health
Care Center-Concord Limited Partnership, Xxxxxxx X. XxXxxxxx, Xxxxx X.
XxXxxxxx, Xxxxxxx XxXxxxxx, Xxxxxxx Xxxxxxx, and Genesis Health Ventures, Inc.
(Genesis), Genesis has the right to acquire, among other things, all of the
partnership interests of MHF.
Pursuant to Section 18 of the Purchase Agreement, Genesis has the right to
assign its right to acquire the partnership interests of MHF to an affiliate
of Genesis. Genesis desires to assign its right under the Purchase Agreement
to acquire the partnership interest of MHF to its affiliates, Meridian
Healthcare, Inc. ("Meridian Healthcare") and Meridian Health, Inc. ("Meridian
Health") in the proportion set forth in this Assignment.
In order to consummate the transfer of partnership interest of MHF
contemplated by the Purchase Agreement, Xxxxxxx XxXxxxxx, Xxxxx XxXxxxxx and
Xxxxxxx XxXxxxxx desire to assign, transfer and sell all of their partnership
interests in MHF to Meridian Healthcare and Meridian Health in the proportions
set forth in this Assignment.
NOW, THEREFORE, FOR VALUE RECEIVED and intending to be legally bound hereby,
the undersigned hereby agree as follows:
1. Genesis hereby assigns and transfers to Meridian Healthcare and
Meridian Health all of its rights pursuant to the Purchase Agreement to
acquire the partnership interests of MHF.
2. Xxxxxxx X. XxXxxxxx, Xxxxx X. XxXxxxxx and Xxxxxxx XxXxxxxx hereby
irrevocably assign, transfer and set over to Meridian Healthcare and Meridian
Health all of their right, title and interest in and to all of the issued and
outstanding partnership interests of MHF owned by them, together with all of
their rights in and to their capital accounts, as reflected in the books and
records of MHF, their interests in MHF's profits, losses, distributions, and
any and all of their other rights and interests as partners of MHF. Meridian
Healthcare and Meridian Health shall take, hold and have the partnership
interests in the
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proportions set forth opposite their names set forth below.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed and shall be effective as of November 30, 1995.
/s/ Xxxxxxx X. XxXxxxxx
__________________________
Xxxxxxx X. XxXxxxxx
/s/ Xxxxx X. XxXxxxxx
__________________________
Xxxxx X. XxXxxxxx
/s/ Xxxxxxx XxXxxxxx
__________________________
Xxxxxxx XxXxxxxx
Genesis Health Ventures Inc.
By: /s/ Xxxxxx B, Romanov, Jr,
__________________________
Xxxxxx B, Romanov, Jr,
Senior Vice President
Accepted and agreed to this 30th day of November, 1995.
ASSIGNEES:
MERIDIAN HEALTHCARE, INC. - 50%
By: /s/ Xxx X. Xxxxxxxxx
___________________________
Xxx X. Xxxxxxxxx, Secretary
MERIDIAN HEALTH, INC. - 50%
By: /s/ Xxx X. Xxxxxxxxx
_________________________
Xxx X. Xxxxxxxxx, Secretary
