EXHIBIT 3.96
STATE OF GEORGIA )
) AMENDED AND RESTATED PARTNERSHIP
COUNTY OF RICHMOND ) AGREEMENT
THIS AGREEMENT OF PARTNERSHIP is an amendment dated April 4, 1988 KAILASH
X. XXXXXX, M.D., P.C. ("Sharma"), XXXXXXX XXXXXXX, M.D., P.C., ("Xxxxxxx"),
XXXXX XXXXXXXXX, M.D., P.C. ("Klacsmann"), and XXXXXX X. XXXXXX, M.D., P.C.
("Daspit"), Georgia professional corporations with their principal place of
business at University Hospital, Augusta, Georgia.
W I T N E S S E T H:
1. NAME AND BUSINESS:
(a) The name of the Partnership is NUCLEAR MEDICINE AND PATHOLOGY
ASSOCIATES ("Partnership"). It's business purpose is to engage in the practice
of pathological and nuclear medicine at the University Hospital, Augusta,
Georgia ("Hospital") and to render professional services to the Hospital in
accordance with an Agreement with the Hospital as it may exist from time to time
and such other business and professional activities as the partnership may
engage in which are related to the practice of medicine.
(b) Each partner agrees that it will employ at least one physician
("Physician-Employee") who is board certified in Nuclear Medicine or Pathology
to furnish medical services to the Hospital pursuant to an Agreement between the
Partnership and the Hospital as it may exist from time to time. Each
Physician-Employee shall enter into an employment contract with a partner in
which he or she agrees:
(1) To comply with the terms of any Agreement with the Hospital
and the terms of this agreement, as they may exist from time to time.
(2) To furnish medical service to the partner and to the
Partnership, which employment agreement shall not be inconsistent with the
terms of the Agreement with the Hospital and this partnership agreement,
and which will provide, among other things:
(i) Maximum combined vacation and sick leave of thirty (30)
working days per calendar year, with a maximum carry-over of fifteen (15)
unused working days to the next calendar year. Vacation days shall be taken
at times mutually agreeable to the Physician-Employee and the Partnership,
it being the intention of the parties that physician coverage mandated by
the Agreement between Hospital and the Partnership, be provided at all
times.
(ii) A maximum of fifteen (15) days leave per year for
attendance at continuing medical education meetings and meetings of
professional societies.
(c) Any absences in excess of the days set forth above must be approved by
the Partnership, and may result in a partner's partnership income from the next
month being reduced by a fraction, the numerator of which is (20 LESS excess
days of absence) and the denominator of which is 20.
(d) The Partnership may agree, from time to time, to a schedule whereby
each Physician-Employee has one afternoon a week off, but only in the event the
Partnership can otherwise furnish, at all times, the physician coverage mandated
by the Agreement between it and the Hospital.
(e) Each partner shall maintain professional liability insurance for each
of its Physician-Employees with coverage in the minimum amounts set forth in the
Agreement with the Hospital and furnish the Partnership proof thereof within
fifteen days of becoming a partner. In the event
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such coverage is not obtained within the fifteen (15) day period, the
Partnership may expel the partner or purchase such coverage in one annual
premium, deducting the cost thereof from the next income distribution to the
partner.
2. TERM:
The Partnership began on October 4, 1980 and has continued
continuously in business since that time and shall continue from the date hereof
and from year to year hereafter until terminated as herein provided.
3. PROFIT AND LOSS:
(a) The net profits and losses of the Partnership shall be divided
and borne on the basis of the ratio each partner's points bear to the total
number of points outstanding. The points shall be based upon the Partnership
Level attained by each partner. The Partnership Levels and the points at each
level are as follows:
PARTNERSHIP LEVEL POINTS
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1 75
2 100
3 125
4 150
5 155
(b) It is agreed that Ihnen, Sharma, Beacham, Klacsmann, XxXxxxxx and
Xxxxxx shall be at a minimum Partnership Level 4. Each partner whose employees
devote full time to the business of the Partnership shall attain. Partnership
Level 4 at the end of the third year as a Partner, unless the Partnership agrees
to a shorter period. A full-time partner attaining any Partnership Level may not
be reduced below that level except for a full-time partner who attains Level 5
and thereafter ceases to act as Director of the Laboratory and Chairman of the
Department. In such instances, such partner shall revert to Partnership Level 4.
(c) Only one partner shall attain Partnership Level 5 and that shall
be the partner which furnishes the Physician-Employee who will be the Director
of the Laboratory and Chairman of the Department of Pathology and Nuclear
Medicine at the Hospital.
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(d) A separate income amount shall be maintained for each partner.
Partnership profits and losses shall be charged or credited TO the separate
income account of each partner. If a partner has no credit balance in his income
account, losses shall be charged to his capital account.
4. MANAGEMENT:
(a) The right to manage and conduct the affairs of the Partnership
shall be vested exclusively in those partners entitled to vote. Except as
otherwise provided herein, Partnership voting shall be as follows:
LEVEL AS PARTNER VOTE
---------------- ----
1 None
2,3 One-Half
4,5 One
No partner shall have a vote until serving one year as a partner. Except as
otherwise provided herein, all decisions shall be made by a majority of the
outstanding number of votes. It is the express intention of the partners that
all major policy decisions affecting the operation of the Department shall be
made in consultation with all partners, including those not entitled to vote,
but final decisions with respect thereto shall only be made by those partners
entitled to vote.
(b) The partners shall elect one of Physician-Employees to be
recommended to the Hospital as Laboratory Director and Chairman of the
Department ("Chairman"). The Physician-Employee approved for such position
pursuant to the provisions of the Agreement between the Partnership and the
Hospital shall serve until removed from such position in accordance with this
agreement and the By-laws of the medical staff of University Hospital and be
responsible for the day to day management of the Department and of the
Partnership.
(1) Each Physician-Employee shall be responsible to the Chairman
for the economical and efficient operation of various sections of the
Department as
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assigned by the Chairman after consultation with all of the partners.
(c) Regular meeting of the partners shall be held at a date and time
to be set by the Chairman. All Physician-Employees shall be invited to the
meetings and allowed to participate, though voting shall be restricted to those
partners entitled to vote. The Chairman shall be the chairman of such meeting
or, in his or her absence a chairman chosen by the voting partners.
5. RESTRICTIONS:
No partner shall, on behalf of the Partnership, without the consent of
the other partners, endorse any note, nor act as an accommodation party, or
otherwise become surety for any person. Without the consent of the other
partners, no partner shall on behalf of the Partnership borrow or lend money, or
make, deliver, or accept any commercial paper, or execute any mortgage, security
agreement, bond, or lease, or purchase or contract to purchase or sell or
contract to sell any property for or of the Partnership.
6. NON-ASSIGNMENT:
No partner, except with the written consent of the other partners,
shall assign, mortgage, create a security interest in, or sell its share in the
Partnership or in its capital assets or property, or enter into any agreement as
a result of which any person shall become interested with him or her in the
Partnership, or do any act detrimental to the best interests of the Partnership
or which would make it impossible to carry on the ordinary business of the
Partnership.
7. BANKING AND BOOKS:
All funds of the Partnership shall be deposited in its name in such
checking account or accounts as the partners shall mutually agree. Withdrawals
therefrom may be made upon checks signed by any two Physician-Employees. The
Partnership books shall be maintained at the principal
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office of the Partnership and each partner shall, at all times, have access
thereto. The books shall be kept on the cash receipts and disbursements method,
and shall be closed, balanced, and audited at the end of each calendar year.
8. VOLUNTARY TERMINATION:
(a) The Partnership may be dissolved at any time by agreement of the
partners, in which event the partners shall proceed with reasonable promptness
to liquidate the business OF the Partnership. The Partnership name shall be
permanently abandoned, and may not thereafter be used by any partner, although
no partner shall be precluded from using its own name, whether alone or in
conjunction with the name of one or more other bona fide partners, in the name
of any future business which it may conduct.
(b) Upon dissolution of the Partnership, the assets of the
Partnership business shall be used and distributed in the following order:
(1) to pay or provide for the payment of all Partnership
liabilities and liquidating expenses and obligations;
(2) to discharge the balance of the income accounts of the
partners;
(3) to discharge the balance of the capital accounts of the
partners; and
(4) the balance, if any, shall be distributed among the partners
in the ratio that each partner's points as determined in Section 4(a)
hereof bears to the total of all points of all the partners.
9. ADMISSION OF NEW PARTNERS:
(a) New partners may be admitted to the Partnership on a provisional
basis for a one (1) year period by the affirmative vote of all partners entitled
to vote under Section 4(a) hereof, if such person meets the qualifications of
Section 7(b) of the Agreement between the Partnership and the Hospital. The
voting partners and the new partner shall mutually agree as to the Partnership
Level at which such new
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partner shall enter and the timing of its progression through the various
Partnership Levels. Following the end of the provisional period, but only if all
other partners agree, the provisional partner shall be admitted to the
Partnership and entitled to all the right and privileges of a partner subject to
the voting and compensatory provisions of this Agreement. Each new partner shall
execute a document agreeing to the terms of its admission and to the terms of
this Agreement.
(b)
(i) Upon the date the new partner is admitted to the
Partnership, the management fee from the Hospital for the month prior to
the admission of the new partner shall be distributed to the partners in
the same proportions the Partnership profits were distributed prior to the
admission of the new partner. Thereafter, the monthly Hospital Management
fee shall be distributed to each Partner (including the new Partner)
pursuant to the new Partnership distribution ratio.
(ii) The Partnership's billing service shall prepare two
monthly accountings for the collections of the fees of the Partnership for
a period of twelve (12) months following the entry of the new partner. All
collections of fees generated on a fee for service basis prior to the
admission of the new partner to the Partnership shall be distributed among
the various partners based upon their points prior to the admission of the
new partner. All collections on fees generated on a fee for service basis
subsequent to the date of the admittance of the new partner shall be
distributed to the partners based upon their points subsequent to the
admission of the new partner. The fees charged by the Partnership's billing
service shall be allocated between the collections attributable to fees
generated on a fee for service basis by the
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Partnership prior to the entry of the new partner and collections
attributable to fees of the Partnership generated on a fee for service
basis by the Partnership after the admission of the new partner upon the
basis that such fees existed upon the date the new partner was admitted to
the Partnership and allocated among the two reports on the basis that the
collections in each report bear to the total of all collections reported.
(c) Upon the date a new partner is admitted to the partnership or at
any time thereafter with the consent of the new partner and the majority of
partners, the following method may be used as an alternative to that set forth
in Section 9(b) :
(1) The Partnership's certified public accountant ("CPA") shall
determine the value of accrued, but unpaid, fees generated by the
Partnership prior to the Determination Date.
(2) The Determination Date shall be the first of that month
chosen by the new partner and the Partnership for the date this alternative
valuation method shall be effective.
(3) Fees collected after the Determination Date shall be
allocated between fees generated by the Partnership prior to admission of
the new partner and fees generated by the Partnership after the admission
of the new partner in such ratio and over such period of time as the
Partnership's CPA shall deem, in his or her absolute discretion, to be fair
and equitable to all parties concerned.
10. VOLUNTARY WITHDRAW FROM PARTNERSHIP:
(a) Any partner shall have the right to withdraw from the Partnership
by giving ninety (90) days written notice of its intention to the other partners
and such withdrawal shall have no effect upon the continuance of the
Partnership. The remaining partners shall have the right to continue the
Partnership business under the partnership name
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as established prior to such withdrawal. The books of the Partnership shall
be closed at the end of the month in which the partner withdraws.
(b)
(i) Upon the date of the partner's withdraw from the
Partnership, the management fee from the Hospital for the month prior to
the date of the Partner's withdraw shall be prorated when received between
the Partnership distribution ratio prior to withdrawal and the Partnership
distribution ratio after withdrawal.
(ii) The Partnership's billing service shall thereafter
prepare two monthly accountings for the collections of the fees of the
Partnership for a period of twelve (12) months following the withdraw of
the partner. All collections of fees generated on a fee for service basis
prior to the withdrawal of the partner from the Partnership shall be
distributed among the various partners (including the withdrawing partner)
based upon their points prior to the withdraw of the partner. All
collections on fees generated on a fee for service basis subsequent to the
date of the withdrawal of the partner shall be distributed to the partners
based upon their points subsequent to the withdraw of the partner. The fees
charged by the Partnership's billing service shall be allocated between the
collections attributable to fees generated on a fee for service basis by
the Partnership prior to the withdrawal of the partner and collections
attributable to fees of the Partnership generated on a fee for service
basis by the Partnership after the withdrawal of the partner on the basis
the collections in each report bear to the total of all collections
reported.
(c) Upon the date a partner withdraws from the Partnership or at any
time thereafter with the consent of the withdrawing partner and the majority of
the remaining
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partners, the following method may be used as an alternative to that set
forth in Section 9(b):
(1) The Partnership's certified public accountant ("CPA") shall
determine the value of accrued, but unpaid, fees generated by the
Partnership prior to the Determination Date.
(2) The Determination Date shall be the first of that month
chosen by the withdrawing partner and the Partnership for the date this
alternative valuation method shall be effective.
(3) Fees collected after the Determination Date shall be
allocated between fees generated by the Partnership prior to withdrawal of
the new partner and fees generated by the Partnership after the withdrawal
of the partner in such ratio and over such period of time as the
Partnership's CPA shall deem, in his or her absolute discretion, to be fair
and equitable to all parties concerned.
(d) The withdrawing partner shall take a11 vacation days, remaining
sick leave, or holidays prior to the effective date of his or her withdrawal.
11. DISABILITY OF PHYSICIAN-EMPLOYEE OF A PARTNER:
(a) In the event a Physician-Employee of a partner is unable to
perform services on a full time basis as practicing physician in the business of
the Partnership for a period of ninety (90) consecutive calendar days on account
of a definitely determinable physical or mental disability certified to by a
doctor chosen by the partner for whom the disabled Physician-Employee worked and
A DOCTOR chosen by the remaining partners, the interest of the disabled
Physician-Employee in the Partnership shall terminate on the first day of the
month following the end of such ninety (90) day period. During the ninety (90)
day period of disability, any accrued days for vacation, sick pay, or holidays
shall be charged against payments made by the Partnership.
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(b)
(i) At the end of the ninety (90) day period, the
management fee from the Hospital for the month in which the partner
withdraws from the Partnership on account of disability of its Physician
Employee shall be prorated when received between the Partnership
distribution ratio prior to withdrawal and the Partnership distribution
ratio after withdrawal.
(ii) The Partnership's billing service shall thereafter
prepare two monthly accountings for the collections of the fees of the
Partnership for a period of twelve (12) months following the disability of
the Physician-Employee of the partner. All collections of fees generated on
a fee for service basis prior to the disability of the Physician-Employee
of the partner to the Partnership shall be distributed among the various
partners (including the partner whose Physician-Employee was disabled)
based upon their points prior to the disability of the Physician-Employee
of the partner. All collections on fees generated on a fee for service
basis subsequent to the date of the disability of the Physician-Employee of
the partner shall be distributed to the partners based upon their points
subsequent to the disability of the Physician-Employee of the partner. The
fees charged by the Partnership's billing service shall be allocated
between the collections attributable to fees.
(c) Upon the date a disabled partner withdraws from the partnership
or at any time thereafter with the consent of the new partner and the majority
of partners, the following method may be used as an alternative to that set
forth in Section 9(b):
(1) The Partnership's certified public accountant ("CPA") shall
determine the value of accrued, but unpaid, fees generated by the
Partnership prior to the Determination Date.
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(2) The Determination Date shall be the first of that month
chosen by the partner whose Physician-Employee is disabled and the
Partnership for the date this alternative valuation method shall be
effective.
(3) Fees collected after the Determination Date shall be
allocated between fees generated by the Partnership prior to withdrawal of
the partner on account of the disability of its Physician-Employee and fees
generated by the Partnership after the withdrawal of the partner whose
Physician-Employee was disabled in such ratio and over such period of time
as the Partnership's CPA shall deem, in his or her absolute discretion, to
be fair and equitable to all parties concerned.
(d) The disabled Physician-Employee partner shall be deemed to have
taken all vacation days, remaining sick leave, or holidays prior to the
effective date of the withdrawal of the Partnership.
12. DEATH OF A PHYSICIAN-EMPLOYEE OF A PARTNER:
(a) Upon the death of a Physician-Employee of a partner the interest
in partnership profits of the partner for which such Physician-Employee worked
shall terminate as of the end of the month in which the death occurred.
(b)
(i) The partner whose Physician-Employee died shall be
entitled to its full prorata share of the Hospital management fee paid the
Partnership by the Hospital for the month the Physician-Employee died.
(ii) As of the end of the month following the death of a
Physician-Employee, the Partnership's billing service shall thereafter
prepare two monthly accountings for the collections of the fees of the
Partnership for a period of twelve (12) months following the end of the
month following the death of the Physician-Employee. All collections of
fees
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generated on a fee for service basis prior to the death of the
Physician-Employee of a partner by the Partnership shall be distributed
among the various partners based upon their points prior to the end of the
month following the death of the Physician-Employee of a partner. All
collections on fees generated on a fee for service basis subsequent to the
end of the month following the death of the Physician-Employee of the
partner shall be distributed to the partners based upon their points
subsequent to such date. The fees charged by the Partnership's billing
service shall be allocated between the collections attributable to fees
generated by the Partnership prior to the end of the month following the
death of the Physician-Employee of the partner and collections attributable
to fees of the Partnership generated by the Partnership after the end of
the month following the death of the Physician-Employee of the partner on
the basis the collections in each report bear to the total of all
collections reported.
(c) At any time following the death of a Physician-Employee of a
partner with the consent of the partner whose Physician Employee died and the
majority of the remaining partners, the following method may be used as an
alternative to that set forth in Section 9(b):
(1) The Partnership's certified public accountant ("CPA") shall
determine the value of accrued, but unpaid, fees generated by the
Partnership prior to the Determination Date.
(2) The Determination Date shall be the first of that month
chosen by the partner whose Physician-Employee died and the Partnership for
the date this alternative valuation method shall be effective.
(3) Fees collected after the Determination Date shall be
allocated between fees generated by the Partnership prior to the death of
the Physician-
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Employee of a partner and fees generated by the Partnership after the death
of the Physician-Employee in such ratio and over such period of time as the
Partnership's CPA shall deem, in his or her absolute discretion, to be fair
and equitable to all parties concerned.
(c) The Physician-Employee who died shall be credited with remaining
vacation days, remaining sick leave, or holidays prior to the date of his or her
death and the end of the month in which the Physician-Employee died. Any
remaining days after such credit shall be paid to the partner whose Physician
Employee died, based upon the average daily compensation paid the partner whose
Physician Employee died on the month such death occurred TIMES the number of
days of vacation, sick leave or holidays not credited to the month of death.
13. ELECTION OF CHAIRMAN OF DEPARTMENT AND REMOVAL OF CHAIRMAN OF
DEPARTMENT:
The Chairman of the Department shall be elected from and by the members of
the department as defined in University Hospitals Medical Staff Bylaws. The
Chairman may be removed from the office by written petition to the Executive
Committee of two-thirds (2/3) of the members of the department as outlined in
the Medical Staff Bylaws.
14. EXPULSION OF A PARTHER:
(a) Any partner may be expelled from the Partnership upon the
occurrence of any of the following events:
(1) With or without cause and with or without notice of a
meeting called for the purpose of expelling a partner, by a vote of
two-thirds (2/3rds) of the votes outstanding, other than vote of the
partner being considered for expulsion. The affirmative vote of the partner
employing the Chairman will also be required for the expulsion to be
effective.
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(2) Failure by a partner or its Physician-Employee to comply
with this agreement, as it may exist from time to time.
(3) Failure by a partner or its Physician-Employee to comply
with the provisions of the Agreement between the Hospital and the
Partnership, as it may exist from time to time, after ten (10) days written
notice from the Chairman of such non-compliance.
(4) Failure by a partner or its Physician-Employee to comply
with the written policies and procedures of the Department, the Hospital,
or the Hospital Medical Staff as they may exist from time to time, after
ten (10) days written notice from the Chairman or Hospital Administrator,
as the case may be, of such non-compliance.
(5) Suspension, revocation or termination of the license of the
Physician-Employee of a partner to practice medicine in the State of
Georgia.
(6) Suspension or revocation of the right or license of a
Physician-Employee of a partner to use or prescribe any controlled
substance.
(7) Suspension, revocation or termination of the membership of a
Physician-Employee of a partner on the active Medical Staff of the Hospital
or his or her clinical privileges at the Hospital or if such
Physician-Employee is suspended, disciplined or publically sanctioned by
the Medical Staff of the Hospital or the Composite Board of Medical
Examiners of the State of
Georgia.
(b) In the event a partner is expelled, it shall be advised in
writing to such effect and advised that its interest in the Partnership is
terminated as of the effective date of such notice and it shall be deemed to
have withdrawn from the Partnership as of the close of the month preceding such
expulsion (if the notice is effective before
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the 15th of the month) or as of the close of the month following expulsion (if
the notice is effective after the fifteenth of the month), such date hereinafter
referred to as the Effective Date of Expulsion.
(c) Following the Effective Date of Expulsion of the partner, the
Partnership's billing service shall thereafter prepare two monthly accountings
for the collections of the fees of the Partnership for a period of twelve (12)
months following the expulsion of the partner. All collections of fees generated
on a fee for service basis prior to the expulsion of the partner from the
Partnership shall be distributed among the various partners (including the
expelled partner) based upon their points prior to the expulsion of the partner.
All collections on fees generated on a fee for service basis subsequent to the
date of the expulsion of the partner shall be distributed to the partners based
upon their points subsequent to the expulsion of the partner. The fees charged
by the Partnership's billing service shall be allocated between the collections
attributable to fees generated on a fee for service basis by the Partnership
prior to the expulsion of the partner and collections attributable to fees of
the Partnership generated on a fee for service basis by the Partnership after
the expulsion of the partner on the basis the collections in each report bear to
the total of all collections reported.
(d) The withdrawing partner shall be deemed to have taken all
vacation days, remaining sick leave, or holidays from the effective date of his
or her expansion to the end of the month in which the partner was expelled.
15. RESTRICTIVE COVENANT:
Without the written consent of the Partnership, a partner and the
Physician-Employee who controls the stock of such partner (a) who shall withdraw
from the Partnership under Section 10 of this agreement or (b) is expelled under
Section 14 of this Agreement shall not compete with the Partnership at the
Hospital for a period of three (3) years
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following the date of withdrawal or the Effective Date of the Expulsion, in
consideration of the payments to such partner under the provisions of such
sections.
16.
AMENDMENT:
This Agreement may be amended by the vote of two-thirds (2/3) of the
votes outstanding. Any partner who fails to comply with the amendments within
ten (10) days written notice of such non-compliance by the Chairman shall be
expelled under the provisions of Section 14 (a) (2) of this agreement.
17. SOLE AGREEMENT BETWEEN THE PARTIES:
This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof. This agreement cannot be changed or
terminated orally.
18. CONSTRUCTION:
All matters pertaining to the validity, construction and effect of
this Agreement shall be governed by the Laws of the State of
Georgia.
19. BENEFIT:
This agreement shall bind and inure to the benefit of the parties
hereto, their shareholders and their respective executors, administrators and
successors.
IN WITNESS WHEREOF, the parties have signed this Amended and Restated
Partnership Agreement as of April 4 ,1988 to be effective on the 1st day of
July, 1986.
KAILASH B. SHARHMA, M.D., P.C.
By: /s/ Kailash X. Xxxxxx (L.S.)
---------------------
As Its: President
XXXXXXX XXXXXXX, M.D., P.C.
By:/s/ Xxxxxxx Xxxxxxx (L.S.)
-------------------
As Its: President
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XXXXX X. XXXXXXXXX, M.D., P.C.
By: /s/ Xxxxx X. Xxxxxxxxx (L.S.)
----------------------
As Its: President
XXXXXX X. XXXXXX, M.D., P.C.
By: Xxxxxx X. Xxxxxx, (L.S)
---------------------
As Its:. President
/s/ Xxxx X. Xxxx
---------------------------------
My Commission expires May 6, 0000
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XXXXX XX XXXXXXX )
) ADDENDUM TO
COUNTY OF RICHMOND )
PARTNERSHIP AGREEMENT
The undersigned, being all the existing partners under a
Partnership
Agreement ("Agreement") dated April 4,1988 for Nuclear Medicine and Pathology
Associates ("Partnership") a general partnership under the laws of the State of
Georgia, hereby agree to the admission of Xxxxx Xxxxx Xxxxx, M.D., P.C.
("Xxxxx") as a partner in such partnership, as described in letter dated January
01, 2000, as set forth in Section 4 of the Agreement. Xxxxx agrees to the terms
of his admission and to be bound by the terms of the Agreement and this
Addendum.
IN WITNESS WHEREOF, the parties have signed this Addendum, this 20 day
of January, 2000 in Augusta,
Georgia
PARTNERS
KAILASH X. XXXXXX, M.D., P.C.
By: /s/ Kailash X. Xxxxxx
---------------------
Its: President
XXXXX XXXXXXXXX, M.D., P.C.
By:/s/ Xxxxx Xxxxxxxxx
-------------------
Its: President
XXXXXX X. XXXXXX, M.D., P.C.
By: Xxxxxx X. Xxxxxx
---------------------
Its:. President
NEW PARTNER:
XXXXX XXXXX XXXXX, M.D. P.C.
By: J. Xxxxx Xxxxx,
---------------------
Its President
