GENERAL PARTNERSHIP AGREEMENT OF NASHVILLE SHARED SERVICES GENERAL PARTNERSHIP
Exhibit 3.233
OF
NASHVILLE SHARED SERVICES GENERAL PARTNERSHIP
The undersigned parties being all of the partners (the “Partners”) of NASHVILLE SHARED SERVICES GENERAL PARTNERSHIP (the “Partnership”), a Delaware general partnership, hereby agree to form the Partnership and hereby agree that the ownership interests in the Partnership and the capital contributions of the Partners are as follows:
| Name and Address |
Percent Ownership |
Capital Contribution | ||||
| HSS Systems, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
97 | % | $ | 4,370,617 | ||
| Healthtrust, Inc. - The Hospital Company ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
2 | % | $ | 90,116 | ||
| HSS Holdco, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
1 | % | $ | 45,058 | ||
| Total | $ | 4,505,791 | ||||
The capital contribution of HSS Systems, LLC consisted of the assets (net of liabilities) shown on Exhibit A hereto, the value of which the Partners hereby agree to. The capital contributions of Healthtrust, Inc. - The Hospital Company and HSS Holdco, LLC were made in cash. None of the Partners shall be required to make any additional contribution of capital to the Partnership, although the Partners may from time to time agree to make additional contributions to the Partnership.
The Partnership may engage in any lawful business permitted by the Delaware Revised Uniform Partnership Act of the State of Delaware, including without limitation, acquiring, owning, operating, selling, leasing, and otherwise dealing with real property and healthcare businesses.
The Partnership shall be terminated and dissolved upon the mutual agreement of the Partners.
Prior to the dissolution of the Partnership, no Partner shall have the right to receive any distributions of or return of its capital contribution.
All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the ownership percentage of each Partner.
None of the Partners shall be permitted to withdraw from the Partnership or transfer, assign, or pledge their interest in the Partnership without the prior written consent of the other Partners, which consent may be withheld in such Partner’s sole discretion.
This Partnership Agreement may be amended upon the mutual agreement of all Partners. Any such amendment may amend and restate this Partnership Agreement in its entirety and may add and/or substitute partners and reallocate the percent ownership set forth above.
The Partners hereby agree that all other terms of the Partnership be controlled and interpreted in accordance with the Delaware Revised Uniform Partnership Act of the State of Delaware.
Effective as of the 29th day of December, 2000.
| PARTNERS: | ||
| HSS SYSTEMS, LLC, a Delaware limited liability company | ||
| By: | ||
| Name: | ||
| Title: | ||
| HEALTHTRUST, INC.- THE HOSPITAL COMPANY, a Delaware corporation | ||
| By: | ||
| Name: | ||
| Title: | ||
| HSS HOLDCO, LLC, a Delaware limited liability company | ||
| By: | ||
| Name: | ||
| Title: | ||