LIMITED LIABILITY COMPANY AGREEMENT OF MISSOURI REGENCY ASSOCIATES, L.L.C.
Exhibit 3.138
OF
MISSOURI REGENCY ASSOCIATES, L.L.C.
This Limited Liability Company Agreement (this “Agreement”) of MISSOURI REGENCY ASSOCIATES,
L.L.C., dated and effective as of April 6, 2005, is entered into by AVIV FINANCING I, L.L.C., as
the sole member (the “Member”).
The Member, by execution of this Agreement, hereby forms a limited liability company pursuant
to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §18-101,
et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:
1. Name. The name of the limited liability company formed hereby is MISSOURI REGENCY
ASSOCIATES, L.L.C. (the “Company”).
2. Certificates. The Member is hereby designated an authorized person within the
meaning of the Act. The Member is hereby authorized to execute, deliver and file any certificates
(and any amendments and/or restatements thereof) (a) to be filed in the office of the Secretary of
State of the State of Delaware, or (b) necessary for the Company to qualify to do business in any
jurisdiction in which the Company may wish to conduct business.
3. Purpose. The Company is formed for the object and purpose of, and the nature of
the business to be conducted and promoted by the Company is, engaging in any lawful act or activity
for which limited liability companies may be formed under the Act.
4. Powers. In furtherance of its purposes, but subject to all of the provisions of
this Agreement, the Company shall have the power and is hereby authorized to:
(a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell,
convey, transfer or dispose of any real or personal property that may be necessary, convenient or
incidental to the accomplishment of the purposes of the Company;
(b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other
fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and
responsibilities associated therewith;
(c) Take any and all actions necessary, convenient or appropriate as trustee, executor,
nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of
waivers, consents or amendments of rights or powers relating thereto and the execution of
appropriate documents to evidence such waivers, consents or amendments;
(d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease
or demolish or otherwise dispose of any real or personal property that may be necessary, convenient
or incidental to the accomplishment of the purposes of the Company;
(e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the
purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the
Company;
(f) Invest any funds of the Company pending distribution or payment of the same pursuant to
the provisions of this Agreement;
(g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any
indebtedness of the Company and, in connection therewith, execute any extensions, renewals or
modifications of any mortgage or security agreement securing such indebtedness;
(h) Enter into, perform and carry out contracts of any kind, including, without limitation,
contracts with any person or entity affiliated with the Member, necessary to, in connection with,
convenient to, or incidental to the accomplishment of the purposes of the Company;
(i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and
consultants and pay reasonable compensation for such services;
(j) Enter into partnerships, limited liability companies, trusts, associations, corporations
or other ventures with other persons or entities in furtherance of the purposes of the Company; and
(k) Do such other things and engage in such other activities related to the foregoing as may
be necessary, convenient or incidental to the conduct of the business of the Company, and have and
exercise all of the powers and rights conferred upon limited liability companies formed pursuant to
the Act.
5. Principal Business Office. The principal business office of the Company shall be
located at such location as may hereafter be determined by the Member.
6. Registered Office. The address of the registered office of the Company in the
State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
7. 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 are The Corporation Trust Company,
Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
8. Members. The name and the mailing address of the Member are as follows:
2
| Name | Address | |
Aviv Financing I, L.L.C.
|
▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
9. 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.
10. Capital Contributions. The Member is deemed admitted as the Member of the Company
upon its execution and delivery of this Agreement. The Member has contributed $10.00, in cash, and
no other property, to the Company.
11. Additional Contributions. The Member is not required to make any additional
capital contribution to the Company. However, the Member may at any time make additional capital
contributions to the Company in cash or other property.
12. Allocation of Profits and Losses. The Company’s profits and losses shall be
allocated solely to the Member.
13. Distributions. Distributions shall be made to the Member at the times and in the
aggregate amounts determined by the Member. Notwithstanding any provision to the contrary
contained in this Agreement, the Company shall not make a distribution to the Member on account of
its interest in the Company if such distribution would violate Section 18-607 of the Act or other
applicable law.
14. Management. In accordance with Section 18-402 of the Act, management of the
Company shall be vested in 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.
15. Officers. The Member may, from time to time as it deems advisable, select natural
persons who are employees or agents of the Company and designate them as 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. Any delegation pursuant to
this Section 15 may be revoked at any time by the Member. An Officer may be removed with or
without cause by the Member.
3
16. Other Business. The Member may engage in or possess an interest in other business
ventures (unconnected with the Company) of every kind and description, independently or with
others. The Company shall not have any rights in or to such independent ventures or the income or
profits therefrom by virtue of this Agreement.
17. 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 full 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 17 shall be provided out
of and to the extent of Company assets only, and the Member shall not have personal liability on
account thereof.
18. Assignments. The Member may at any time assign in whole or in part its limited
liability company interest in the Company. If the Member transfers all of its interest in the
Company pursuant to this Section 18, the transferee shall be admitted to the Company 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 transfer, and,
immediately following such admission, the transferor Member shall cease to be a member of the
Company.
19. Resignation. The Member may at any time resign from the Company. If the Member
resigns pursuant to this Section 19, an additional member shall be admitted to the Company, subject
to Section 20 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.
20. Admission of Additional Members. One or more additional members of the Company
may be admitted to the Company with the written consent of the Member.
21. Dissolution.
(a) 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 accordance with the Act, or (iii) the entry of a decree
of judicial dissolution under Section 18-802 of the Act.
4
(b) The bankruptcy of the Member shall 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.
(c) 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.
22. Severability of Provisions. Each provision of this Agreement shall be considered
severable, 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 that are
valid, enforceable and legal.
23. Entire Agreement. This Agreement constitutes the entire agreement of the Member
with respect to the subject matter hereof.
24. 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.
25. Amendments. This Agreement may not be modified, altered, supplemented or amended
except pursuant to a written agreement executed and delivered by the Member.
26. Sole Benefit of Member. Except as expressly provided in Section 17, the
provisions of this Agreement (including Section 11) are intended solely to benefit the Member and,
to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit
upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this
Agreement), and no Member shall have any duty or obligation to any creditor of the Company to make
any contributions or payments to the Company.
5
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed
this Agreement as of the date first written above.
| AVIV FINANCING I, L.L.C. | ||||||||||
| By: | AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P. |
|||||||||
| Its: | Sole member | |||||||||
| By: | AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP |
|||||||||
| Its: | General partner | |||||||||
| By: | AVIV HEALTHCARE, L.L.C. | |||||||||
| Its: | General partner | |||||||||
| By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Its: | Manager | |||||||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||||||||
| Its: | Manager | |||||||||
6