Common use of Sale on Termination as an Employee Clause in Contracts

Sale on Termination as an Employee. (a) If any Member who is an employee of the Company (i) ceases to be an employee of the Company and (ii) performs any service in connection with any diagnostic imaging business within 100 miles of the Premises, then, such Member shall sell, and the Company shall purchase, all of the Member’s Membership Interest in the Company in the manner and on the terms hereinafter provided. For purposes of this section 7.3, if any Member is an entity and a manager, trustee, partner or equity owner in such entity is an employee of the Company, then such entity shall be required to sell its entire Membership’s Interest in the Company pursuant to this section 7.3 if such manager, trustee, partner or equity owner ceases to be an employee of the Company and performs professional medical services within 100 miles of the Premises other than for the Company. In the event a court determines that any portion of this section 7.3 (a) is unenforceable, then the court is authorized to narrow the scope of this section to the extent necessary to make it enforceable. (b) If a Member is required to sell his Membership Interest in the Company pursuant to section 7.3(a) above, then the closing for the purchase and sale shall take place on a date which is not less than sixty (60) and not more than one hundred and eighty (180) days after the date when the Member (or manager, trustee, partner or equity owner of such Member) ceases to be employee of the Company and performs professional medical services within 100 miles of the Premises other than for the Company (unless extended by mutual agreement of the parties). Such closing shall be at 10:00 A.M. at the principal place of business of the Company or at such other time or place as the parties may mutually agree. (c) (i) The purchase price for any Membership Interest in the Company sold pursuant to this section 7.3 shall the Member’s Percentage multiplied by the book value of the Company as of the last day of the Company’s taxable year immediately preceding the year in which the Member both ceases to be an employee of the Company and performs professional medical services within 100 miles of the Premises other than for the Company, as determined by the accountant then regularly employed by the Company to maintain the books and records of the Company; provided that no value shall be ascribed to goodwill or any other intangible asset and any real estate owned by the Company shall be valued at its fair market value as hereinafter determined, rather than its book value. In making such determinations, said accountant shall use the accounting records normally used in the maintenance of the Company’s books and records consistent with prior years and sound accounting practice. Such determination shall be submitted in writing by the said accountant and when so submitted shall be final and binding on all persons having any interest whatsoever in such determination.

Sale on Termination as an Employee. (a) If any Member who is an employee of the Company (i) ceases to be an employee of the Company and (ii) performs any service in connection with any diagnostic imaging business within 100 miles of the PremisesPremises as a sole practitioner or as an employee, partner or member of another business entity then, such Member shall sell, and the Company shall purchase, all of the Member’s Membership Interest in the Company in the manner and on the terms hereinafter provided. For purposes of this section 7.3, if any Member is an entity and a manager, trustee, partner or equity owner in such entity is an employee of the CompanyCorporation, then such entity shall be required to sell its entire Membership’s Interest in the Company pursuant to this section 7.3 if such manager, trustee, partner or equity owner ceases to be an employee of the Company Corporation and performs professional medical services within 100 miles of the Premises other than for the Company. In the event a court determines that any portion of this section 7.3 (a) is unenforceable, then the court is authorized to narrow the scope of this section to the extent necessary to make it enforceableCorporation. (b) If a Member is required to sell his Membership Interest in In the Company pursuant to section 7.3(a) above, then the closing for the purchase and sale shall take place on a date which is not less than sixty (60) and not more than one hundred and eighty (180) days after the date when the Member (or manager, trustee, partner or equity owner of such Member) ceases to be employee of the Company Corporation and performs professional medical services within 100 miles of the Premises other than for the Company Corporation (unless extended by mutual agreement of the parties). Such closing shall be at 10:00 A.M. at the principal place of business of the Company or at such other time or place as the parties may mutually agree. (c) (i) The purchase price for any Membership Interest in the Company sold pursuant to this section 7.3 shall the Member’s Percentage multiplied by the book value of the Company as of the last day of the Company’s taxable year immediately preceding the year in which the Member both ceases to be an employee of the Company Corporation and performs professional medical services within 100 miles of the Premises other than for the CompanyCorporation, as determined by the accountant then regularly employed by the Company to maintain the books and records of the Company; provided that no value shall be ascribed to goodwill or any other intangible asset and any real estate owned by the Company shall be valued at its fair market value as hereinafter determined, rather than its book value. In making such determinations, said accountant shall use the accounting records normally used in the maintenance of the Company’s books and records consistent with prior years and sound accounting practice. Such determination shall be submitted in writing by the said accountant and when so submitted shall be final and binding on all persons having any interest whatsoever in such determination.

Sale on Termination as an Employee. (a) If any Member who is an employee of the Company (i) ceases to be an employee of the Company and (ii) performs any service in connection with any diagnostic imaging business within 100 miles of the Premises, then, such Member shall sell, and the Company shall purchase, all of the Member’s Membership Interest in the Company in the manner and on the terms hereinafter provided. For purposes of this section 7.3, if any Member is an entity and a manager, trustee, partner or equity owner in such entity is an employee of the Company, then such entity shall be required to sell its entire Membership’s Interest in the Company pursuant to this section 7.3 if such manager, trustee, partner or equity owner ceases to be an employee of the Company and performs professional medical services within 100 miles of the Premises other than for the Company. In the event a court determines that any portion of this section 7.3 (a7.3(a) is unenforceable, then the court is authorized to narrow the scope of this section to the extent necessary to make it enforceable. (b) If a Member is required to sell his Membership Interest in the Company pursuant to section 7.3(a) above, then the closing for the purchase and sale shall take place on a date which is not less than sixty (60) and not more than one hundred and eighty (180) days after the date when the Member (or manager, trustee, partner or equity owner of such Member) ceases to be employee of the Company and performs professional medical services within 100 miles of the Premises other than for the Company (unless extended by mutual agreement of the parties). Such closing shall be at 10:00 A.M. at the principal place of business of the Company or at such other time or place as the parties may mutually agree. (c) (i) The purchase price for any Membership Interest in the Company sold pursuant to this section 7.3 shall the Member’s Percentage multiplied by the book value of the Company as of the last day of the Company’s taxable year immediately preceding the year in which the Member both ceases to be an employee of the Company and performs professional medical services within 100 miles of the Premises other than for the Company, as determined by the accountant then regularly employed by the Company to maintain the books and records of the Company; provided that no value shall be ascribed to goodwill or any other intangible asset and any real estate owned by the Company shall be valued at its fair market value as hereinafter determined, rather than its book value. In making such determinations, said accountant shall use the accounting records normally used in the maintenance of the Company’s books and records consistent with prior years and sound accounting practice. Such determination shall be submitted in writing by the said accountant and when so submitted shall be final and binding on all persons having any interest whatsoever in such determination.