EXHIBIT 3.71
PARTNERSHIP AGREEMENT
This agreement is made and entered into on this the 1st day of January,
1980, by and between XXX X. XXXXXX, M.D., F.C.A.P., a Professional Association
(hereinafter XXXXXX), and XXXX X. XXXXXX, XX., M.D., F.C.A.P., a Professional
Association (hereinafter XXXXXX), both of which are Mississippi professional
corporations domiciled in Columbus, Lowndes County, Mississippi.
W I T N E S S E T H:
WHEREAS, the parties hereto have each acquired the assets and assumed
certain liabilities of Xx. Xxx X. Xxxxxx, III, and Xx. Xxxx X. Xxxxxx, Xx., in
exchange for stock in the respective corporations, all in accordance with the
provisions of Section 351 of the Internal Revenue Code of 1954, as amended; and,
WHEREAS, the parties hereto now desire to operate, as a partnership, a
clinical pathology laboratory in Columbus, Lowndes County, Mississippi, the
operation of the same to be according to the laws of the State of Mississippi
and in accordance with the principles of medical ethics of the College of
American Pathologists and the American Medical Association, and for no other
purpose, except such activities as are usual and incidental to such practice.
NOW, THEREFORE, in consideration of the premises, and the covenants and
agreements hereinafter contained, the parties hereto hereby agree as follows:
(1) NAME. The name of the partnership shall be Columbus Pathology
Laboratories, or such other name as the partners may later adopt.
(2) DURATION. The partnership shall begin January 1, 1980, and shall
continue until dissolved as provided for herein.
(3) CAPITAL. The initial capital contribution of the partners is as
follows:
PARTNER AMOUNT
Xxx X. Xxxxxx, M.D., F.C.A.P. $ 157,395.00 (including accounts
A Professional Association receivable of
$146,442.00)
Xxxx X. Xxxxxx, Xx., M.D., F.C.A.P.
A Professional Association $ 157,395.00 (including accounts
receivable of
$146,442.00)
(4) PROFIT AND LOSS. For the purposes of this agreement, net profits of
the partnership are defined to be cash collections and collections on accounts
for services rendered by either or both partners beginning January 1, 1980, less
expenses paid by the partnership as provided in paragraph (5) hereof, and less
depreciation on assets owned by the partnership. The interests of the partners
and the proportion in which they will share net profits and bear all net losses
are as follows:
Provided the net profit is equal to or greater than the sum of
$200,000.00 per year, then, in such event, the compensation shall be as
follows:
Xxx X. Xxxxxx, M.D., F.C.A.P. 50% of net profit
A Professional Association plus $5,000.00
Xxxx X. Xxxxxx, Xx., M.D., 50% of net profit
F.C.A.P., a Professional less $5,000.00
Association
Provided the net profit is less than the sum of $200,000.00 per year,
the excess compensation of $10,000.00 to Xxxx X. Xxxxxx, Xx., M.D.,
F.C.A.P., a Professional Association, shall be ratably reduced.
All net losses, if any, shall be borne equally by the partners.
The distribution of estimated profits shall be made on the basis of the
aforesaid profit and loss ratio monthly, not later than the 15th of the month
following the month in which said profits are earned, with annual accounting,
settlement, withdrawal or contribution made on the basis of financial statements
prepared for the partnership by its accounting firm.
(5) EXPENSES. The partnership shall pay salaries and fringe benefits of
all employees, all taxes, premiums for insurance, losses,
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debts, liabilities, accounting fees, legal fees, rent, utilities, supplies,
interest, and other ordinary and necessary business expenses incurred in the
carrying on of said business from the partnership account before the
determination of the net profits of the partnership.
Automobile expenses, professional travel expenses, professional
entertainment expenses, dues and membership fees shall be paid by the
partnership, but to the extent of any one partner's such expenses exceeding
those of the other partner, such excess shall be deducted from the distribution
of estimated profits of such partner.
(6) DUTIES AND MANAGEMENT. The presidents of both partners shall
participate in the management of partnership affairs, and no personnel shall be
hired or discharged, nor shall the pay of any employee of the partnership be
increased or reduced, nor shall any new recurring expenditure in any amount be
authorized, nor shall any new non-recurring expenditure in excess of Two Hundred
and Fifty and 00/100ths Dollars ($250.00) in any one transaction be authorized,
nor shall any decision materially affecting the Policies or procedures of the
partnership be put into effect, except with the consent of the presidents of
both partners. The presidents of both partners may delegate all of these powers
to one of them for such period of time as they may determine, if such action
appears to them to be desirable.
(7) BANK ACCOUNTS. All collections shall be deposited to, and all
withdrawals made from, a partnership bank account in the name of Columbus
Pathology Laboratories and the president of either partner may sign checks on
said partnership account for routine and normal expenses of the partnership, but
all checks for withdrawals by the partners shall be countersigned by both
presidents of the partners.
(8) RESTRICTIONS. The president of each partner hereby expressly agrees
that he will not, except with the consent of the president of the other partner,
make, draw, accept or endorse any xxxx of exchange, promissory note, contract,
lease or other engagement
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for the payment of money or its equivalent by this partnership, nor pledge the
credit of the partnership in any way whatsoever, except as authorized under this
agreement. Each partner further agrees and covenants that any breach of this
clause shall be sufficient grounds for the other partner to terminate the
partnership without notice or penalty.
(9) VACATION. The M.D. employee of each partner shall be entitled to a
vacation of thirty (30) days in each calendar year, without reduction of its
share of net profits. For any additional vacation absence, that partner's share
of net profits shall be reduced by a percentage arrived at by dividing the
number of additional days in excess of thirty (30) taken as vacation in any
calendar year by six hundred sixty (660). (E.G., if the M.D. employee of a
partner took thirty-three (33) days, that partner's percentage allocation of net
profits would be reduced by 33/660 - 0.05 or five percent (5%)). Vacation leave
may not be accumulated or carried over to a subsequent calendar year.
(10) ILLNESS OR DISABILITY. Each M.D. employee of a partner shall be
entitled to absence or leave because of illness or disability, if necessary, not
exceeding ninety (90) days in any calendar year, without loss of its share of
current distribution of net profits. In the event of additional absence because
of illness or disability, that partner shall receive, after the expiration of
ninety (90) days, but less than one hundred eighty (180) days, seventy five
percent (75%) of the share of current distribution from net profits it would
otherwise have received: for an absence beyond one hundred eighty (180) days, no
share of net profits until such absent M.D. employee has returned to the
practice.
In the event of the absence of the M.D. employee of either partner for a
period of more than thirty (30) days, the remaining partner shall have the
option of employing temporary assistance in the practice, the expense of such
temporary assistance to be borne by the partnership as a partnership expense.
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(11) TOTAL AND PERMANENT DISABILITY. If it is determined by a majority of
Drs. Xxxxx X. Xxxxx, A. Xxxxxx Xxxx, and Xxxxxx Xxxxxxxxx that the M.D. employee
of a partner is unable to practice his profession by reason of either physical
or mental disability, then, in such event, the immediate possession and right to
use of all assets of the partnership shall immediately vest in the remaining
partner and all provisions of Paragraph (10) above, shall be applicable.
(12) DEATH WHILE DISABLED. It is understood and agreed that if the M.D.
employee of a partner dies while receiving disability pay under any of the
provisions hereof, the provisions of this agreement with respect to the death of
an M.D. employee of a partner shall operate as of the date of death, to the
exclusion of any remaining benefits under the disability provisions of this
agreement.
(13) PARTIAL DISABILITY. If the M.D. employee of a partner becomes
partially disabled, but continues to practice to the extent that he is able to
do so, then, for such period as partial disability shall continue, said partner
shall receive that portion of the net profits which it would otherwise have
received under this agreement, but reduced by the percentage of said M.D.
employee's percentage of partial disability as determined by a majority of Drs.
Xxxxx X. Xxxxx, A. Xxxxxx Xxxx, and Xxxxxx Xxxxxxxxx.
(14) RETIREMENT. When an M.D. employee of a partner who, on or after
attaining the age of sixty (60) years, wishes to retire from the practice of
medicine and to leave the practice to be continued by the other partner to this
agreement, then he shall:
(a) Give not less than one hundred eighty (180) days of said M.D.
employee's intention to retire;
(b) At retirement, cause the professional association of which said M.D.
employee is president, to transfer its interest in the partnership to the
remaining partner in the manner provided herein for the transfer upon death of
an M.D. employee of a partner.
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(15) DEATH OF THE M.D. EMPLOYEE OF A PARTNER. If the M.D. employee of a
partner dies while this agreement is in force, the other partner shall purchase,
and the partner whose M.D. employee has died shall sell, all of the latter's
interest in the partnership at a price to be determined as follows:
(a) Both partners agree that for the purposes of this agreement the value
of each partner's interest in the partnership is the sum of $300,000.00 per
partner or a total of $600,000.00 for the partnership. The partners agree that
within forty-five (45) days after the end of the calendar year, the partners
shall by mutual agreement redetermine such value as of the end of such calendar
year and such redetermination shall be entered into a valuation schedule
attached hereto as Exhibit "A" and made a part hereof by this reference thereto.
(b) The value of each partner's interest in the partnership upon the death
of the M.D. employee of a partner shall be adjusted to the end of the month
preceding the date of such death and shall be the value last entered in the
valuation schedule, Exhibit "A", increased or decreased by an amount equal to
the profits or losses of said partnership from the date as of which the last
entered value was fixed on Exhibit "A" to the end of the month preceding the
date of death, all as determined by a balance sheet prepared by the accountants
regularly employed by the partnership.
(c) The purchase price for the interest of a partner whose M.D. employee
shall die shall be paid as follows:
(i) The surviving partner shall pay, in cash, or by certified check, the
sum of $300,000.00 to the partner whose M.D. employee has died.
(ii) If the purchase price exceeds the sum of $300,000.00, the amount of
such excess shall be paid in one hundred twenty (120) successive equal
monthly installments beginning on the first day of the thirteenth month
after said date of death, such amount to bear interest: at the rate of six
percent (6%) per annum, beginning with the first day of the thirteenth
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month after death. The balance so payable in monthly installments shall be
evidenced by the promissory note of the surviving partner, bearing interest
and payable as aforesaid.
(d) Upon the initial cash payment being made as provided for in
sub-paragraph (b)(i) above, the partner whose M.D. employee has died shall then
execute and deliver unto the remaining partner the following:
(i) A Warranty Deed conveying unto the remaining partner all right, title
and interest in partnership real estate;
(ii) A Xxxx of Sale conveying unto the remaining partner all right, title
and interest in partnership machinery, equipment, furniture and fixtures;
(iii) An Assignment of Accounts Receivable, Contract Rights, Etc.,
conveying unto the remaining partner all right, title and interest in all
accounts receivable of the partnership, all bank accounts of the
partnership, all prepaid insurance policies of the partnership, and any and
all motor vehicle, equipment, or other leases of the partnership.
(e) The surviving partner shall have the option exercisable within
forty-five (45) days from the death of the M.D. employee of a partner, of
acquiring any policy or policies of life insurance on the life of the M.D.
employee of the surviving partner, which said policies were owned by the
deceased M. D. employee. In the event of the exercise of said option, the
consideration to be paid shall be the total cash surrender value including any
accrued dividends.
(16) DISSOLUTION. This partnership may be dissolved by either party with or
without cause upon sixty (60) days' written notice, provided that said notice
may be waived in whole or in part by the partner receiving notice from the
partner withdrawing. If dissolution occurs, the assets of the partnership shall
be applied in the following order:
(a) To the payment of the debts and liabilities of the partnership owing
to creditors other than the partners, and to the expenses of liquidation.
(b) To the payment of the debts and liabilities owed to the partners.
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(c) To the repayment to each of the partners of the net capital account of
each. In this connection, a fair market value shall be established for all
equipment, machinery, furniture, fixtures and supplies owned by the partnership
by the accounting firm preparing the tax returns for the partnership at that
time, and the same shall be divided equally between the partners, it being the
intention of the parties hereto to receive to the extent possible those assets
which they originally contributed to the partnership.
(d) Any assets remaining to be divided between the partners in the ratio
of their respective percentages of net profits immediately prior to the
termination of the partnership.
Either partner shall be entitled prior to final dissolution of the
partnership, and for so long thereafter as may be required, to make and retain
photocopies of any portion of any file received or retained by the other
partner.
Upon dissolution, the partners shall review the accounts receivable and
attempt to arrive at a division thereof in the ratio of the respective
percentages of the net profits immediately prior to dissolution. If the partners
are unable to agree as to the disposition of all of said accounts, those as to
which no agreement has been reached shall be referred to the accounting firm
preparing the partnership tax returns as of the date of dissolution, and such
accounting firm shall render monthly statements to said accounts for a period of
six (6) months on partnership letterhead and all accounts so collected shall be
divided equally between the partners.
WITNESS THE EXECUTION HEREOF in duplicate originals, either executed copy
of which ,may be considered as an original, on the date first hereinabove
written.
XXX X. XXXXXX, M.D., F.C.A.P., A
PROFESSIONAL ASSOCIATION
By /s/ Xxx X. Xxxxxx, M.D.
----------------------------------
Its President
XXXX X. XXXXXX, XX., M.D., F.C.A.P.,
A PROFESSIONAL ASSOCIATION
By /s/ Xxxx X. Xxxxxx, Xx., M.D.
----------------------------------
Its president
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AMENDMENT TO PARTNERSHIP AGREEMENT
This Amendment to Partnership Agreement is made and entered into on this
the 3rd day of July, 1986, by and between XXX X. XXXXXX, M.D., F.C.A.P., A
PROFESSIONAL ASSOCIATION (hereinafter XXXXXX), and XXXX X. XXXXXX, XX., M.D.,
F.C.A.P., A PROFESSIONAL ASSOCIATION (hereinafter XXXXXX), both of which are
Mississippi professional corporations domiciled in Columbus, Lowndes County,
Mississippi.
W I T N E S S E T H:
WHEREAS, the parties hereto have heretofore on or about the 1st day of
January, 1980, entered into a Partnership Agreement for the operation of a
clinical and anatomical pathology laboratory in Columbus, Lowndes County,
Mississippi, under the name of Columbus Pathology Laboratories; and
WHEREAS, these parties have this day sold their clinical pathology
laboratory, but desire to continue to operate an anatomical pathology laboratory
under the same terms and conditions, but with the name changed from Columbus
Pathology Laboratories to Columbus Pathology Associates.
NOW, THEREFORE, in consideration of the premises, and the covenants and
agreements hereinafter contained, the parties hereto hereby agree as follows;
(1) The name of the partnership shall from this day be Columbus Pathology
Associates, or such other name as the partners may later adopt.
(2) In all other respects the Partnership Agreement entered into between
these parties January 1, 1980, is hereby ratified and reaffirmed.
WITNESS THE EXECUTION HEREOF in duplicate originals, either executed copy
of which may be considered as an original, on the date first hereinabove
written.
XXXX X. XXXXXX, XX., M.D., XXX X. XXXXXX M.D., F.C.A.P.
F.C.A.P., A PROFESSIONAL A PROFESSIONAL ASSOCIATION
ASSOCIATION
By /s/ Xxxx X. Xxxxxx, Xx., M.D. By /s/ Xxx X. Xxxxxx M.D., F.C.A.P.
------------------------ -----------------------------
Its President Its president
VALUATION SCHEDULE
This Valuation Schedule is executed this 3rd day of March, 1988, by and
between XXX X. XXXXXX, M.D., F.C.A.P., a Professional Association (hereinafter
Xxxxxx), and XXXX X. XXXXXX, XX., M.D., F.C.A.P., Professional Association
(hereinafter Xxxxxx), both of which are Mississippi professional corporations,
domiciled in Columbus, Lowndes County, Mississippi.
W I T N E S S E T H:
WHEREAS, the parties have heretofore on January 1, 1980, entered into a
Partnership Agreement and a Disability Buy-Out Agreement both of which make
provision for a valuation of a partner's interest in the partnership in the
event of the death or disability of such partner; and,
WHEREAS, both the Partnership Agreement and the Disability Buy-Out
Agreement provide for a redetermination of such value to be entered into a
valuation schedule to be attached as Exhibit "A" to said documents and,
WHEREAS, the parties hereto desire to provide a valuation schedule to be
attached as an exhibit to the aforesaid Partnership Agreement and Disability
Buy-out Agreement of January 1, 1980.
NOW, THEREFORE, in consideration of the premises, and the covenants and
agreements hereinafter contained, the parties hereby agree as follows:
(1) As of the date hereof, the value of each partner's interest in the
partnership is the sum of Five Hundred and Fifty Thousand and 00/100ths Dollars
($550,000.00) per partner or a total of One Million One Hundred Thousand and
00/100ths Dollars ($1,100,000.00) for the partnership.
(2) This Valuation Schedule is executed this 3rd day of March, 1988.
XXX X. XXXXXX, M.D., F.C.A.P.
A Professional Association
By /s/ Xxx X. Xxxxxx, M.D.
----------------------------------
Its President
XXXX X. XXXXXX, XX., M.D..
F.C.A.P. A Professional Association
By /s/ Xxxx X. Xxxxxx, Xx.
----------------------------------
Its President
AMENDMENT TO PARTNERSHIP AGREEMENT
This Amendment to Partnership Agreement is made and entered into on this
the 2nd day of January, 1990, by and between Xxx X. Xxxxxx, M.D., F.C.A.P., a
professional association (hereinafter XXXXXX), and Xxxx X. Xxxxxx, Xx., M.D.,
F.C.A.P,, a professional association (hereinafter XXXXXX), both of which are
Mississippi professional corporations, domiciled in Columbus, Lowndes County,
Mississippi.
W I T N E S S E T H:
WHEREAS, the parties did on January 1, 1980, enter into a partnership
agreement which partnership agreement provided that if the M.D. employee of a
partner dies while said agreement is in force, the other partner shall purchase,
and the partner whose M.D employee has died, shall sell, all of the latter's
interest in the partnership at a price redetermined at the end of each calendar
year; and,
WHEREAS, the parties have purchased policies of insurance on the lives of
the M.D. employees of each partner as a means of funding said agreements; and,
WHEREAS, Xx. Xxxx X. Xxxxxx, Xx., the M.D. employee of XXXXXX, desires to
assign the first $150,000.00 of the proceeds of the policy on his life to
National Bank of Commerce of Mississippi, Columbus, Mississippi, to secure his
repayment of a loan to said bank; and,
WHEREAS, the parties hereto agree that in the event of the death of Xx.
Xxxx X. Xxxxxx, Xx., prior to the repayment of said loan, any amount paid on
said loan from the proceeds of such policy should be credited against the price
which XXXXXX must pay to XXXXXX for XXXXXX'x interest in the partnership.
NOW, THEREFORE, in consideration of the premises, and the covenants and
agreements hereinafter contained, the parties hereby agree as follows:
(1) Xx. Xxxx X Xxxxxx, Xx., may assign to National Bank of Commerce of
Mississippi, Columbus, Mississippi, the first $150,000.00 of the proceeds of
Executive Life Insurance Company's policy number 11482276 on the life of Xx.
Xxxx X. Xxxxxx, Xx.
(2) If at the death of Dr. John H- Xxxxxx, Jr. any of the proceeds of said
insurance policy are paid to National Bank of Commerce of Mississippi, Columbus,
Mississippi, to satisfy Xx. Xxxxxx'x obligation to said bank, then the price
which XXXXXX is required to pay to XXXXXX for XXXXXX'X interest in the
partnership shall be reduced by the amount paid to National Bank of Commerce of
Mississippi, Columbus, Mississippi.
(3) In all other respects, the partnership agreement between these parties
dated January 1, 1960, is hereby ratified and reaffirmed.
WITNESS THE EXECUTION HEREOF in duplicate originals, either executed copy
of which may be considered as an original, on the date first hereinabove
written.
XXX X. XXXXXX, M.D., F.C.A.P
A Professional Association
By /s/ Xxx X. Xxxxxx, M.D.
----------------------------------
Its President
XXXX X. XXXXXX, XX., M.D.,
F.C.A.P.
A Professional Association
By /s/ Xxxx X. Xxxxxx, Xx., M.D.
----------------------------------
Its President
AMENDMENT TO PARTNERSHIP AGREEMENT
This Amendment to partnership Agreement Is made and entered Into on this
the 14th. day of April, 1991, by and between Xxx X. Xxxxxx M.D., F.C.A.P., a
professional association, (hereinafter XXXXXX) and Xxxx X. Xxxxxx, Xx., M.D.,
F.C.A.P., a professional association, (hereinafter XXXXXX), both of which are
Mississippi Professional Corporations, domiciled in Columbus, Lowndes County,
Mississippi.
W I T N E S S E T H:
WHEREAS, the parties did on January 1, 1980, enter into a partnership
agreement, which said partnership agreement provided that if the M.D. employee
of a partner dies while said agreement is in force, the other partner shall
purchase, and the partner whose M.D. employee has died, shall sell, all of the
latter's interest in the partnership at a price determined at the end of each
calendar year; and,
WHEREAS, the parties have purchased policies of insurance on the lives of
the M.D. employee of each partner as a means of funding said agreement; and
WHEREAS, the parties desire that the obligation of the surviving partner to
purchase the interest in the partnership of a partner whose M.D. employee has
died, be limited to the proceeds of the aforementioned insurance policies.
NOW, THEREFORE, in consideration of the premises, and the covenants and
agreements hereinafter contained, the parties hereby agree as follows:
(1) In the event of the death of Xx. Xxxx X Xxxxxx, Xx., the price to be
paid by XXXXXX for the interest of XXXXXX shall not exceed the proceeds of
Executive Life Insurance Company's policy number C11188594L on the life of Xx.
Xxxx X. Xxxxxx, Xx.
(2) In the event of the death of Xx. Xxx X. Xxxxxx, the price to be paid
by XXXXXX for the interest of XXXXXX shall not exceed the proceeds of Executive
Life Insurance Company's policy number C11152534T on the life of Xx. Xxx X.
Xxxxxx.
1
(3) In all other respects, the partnership between the parties dated
January 1, 1980, as it may have been heretofore, is hereby ratified and
reaffirmed.
WITNESS THE, EXECUTION HEREOF in duplicate originals, either executed copy
which may be considered as an original, on the date first hereinabove written.
XXX X. XXXXXX, M.D, F.C.A.P.,
A Professional Association
BY /s/ Xxx X. Xxxxxx, M.D, F.C.A.P.,
---------------------------------------
Its President
XXXX X. XXXXXX, XX., M.D., F.C.A.P.,
A Professional Association
BY /s/ Xxxx X. Xxxxxx, Xx., M.D. F.C.A.P.
---------------------------------------
Its President
2
AMENDMENT TO PARTNERSHIP AGREEMENT
We, the undersigned, agree to amend the Amendment to Partnership Agreement
of April 19, 1991, as follows:
(1) In the event of the death of Xx. Xxxx X. Xxxxxx, Xx., the price to be
paid by XXXXXX for the interest of XXXXXX shall not exceed the proceeds of The
Prudential Life Insurance Company's policy number 00-000-000 plus the proceeds
of Aurora Life Insurance Company's policy number C11188594L less the amount
obligated to National Bank of Commerce, Columbus, Mississippi, by the Amendment
to Partnership Agreement dated January, 1990.
(2) In the event of the death of Xx. Xxx X. Xxxxxx, the price to be paid
by XXXXXX for the interest of XXXXXX shall not exceed the proceeds of The
Prudential Life Insurance Company's policy number 00-000-000 on the life of Xx.
Xxx X. Xxxxxx.
(3) In all other respects, the Partnership Agreement between the parties
dated January 1, 1980, as it may have been heretofore amended, is hereby
ratified and reaffirmed.
XXX X. XXXXXX, M.D., F.C.A.P.,
A Professional Association
BY /s/ Xxx X. Xxxxxx, M.D.
-----------------------------------
Its President
XXXX X. XXXXXX, XX., M.D., F.C.A.P.
A Professional Association
BY /s/ Xxxx X. Xxxxxx, M.D.
-----------------------------------
Its President
9-9-97
AMENDMENT TO PARTNERSHIP AGREEMENT
This amendment to partnership agreement is made and entered into on this
the 22nd day of December 1991, by and between Xxx Xxxxxx, M.D., F.C.A.P.
a professional association (hereinafter XXXXXX) and Xxxx X. Xxxxxx, Xx., M.D.,
F.C.A.P. a professional association (hereinafter XXXXXX), both of which are
Mississippi professional corporations, domiciled in Columbus, Lowndes County,
Mississippi. Both may be referred to as parties.
WITNESSETH:
WHEREAS, the parties did on January 1 1980, enter into a partnership
agreement which said partnership agreement provided that if the M.D. employee of
a partner dies while said agreement is in force, the other partner shall
purchase and the partner whose M.D. employee has died, shall sell all of the
latter's interest in the partnership at a price determined at the end of each
calendar year; and,
WHEREAS, the parties have negotiated and executed a sale of said
partnership and have converted all their ownership interests into stock in the
corporation known as Pathology Consultants of America; and,
WHEREAS, the parties no longer desire or need an obligation to purchase or
sell the interest of a partner pursuant to said agreement.
NOW, THEREFORE, the parties do hereby agree to amend the Partnership
Agreement and any subsequent amendments to delete any requirement or necessity
of either purchase or sale in the event of death of either of the partners and
to further delete the requirement that there be paid and maintained insurance as
contemplated in said
agreement and all subsequent amendments.
The parties further agree that, pursuant to Section 3 of a former Amendment
to prior Amendment of Partnership Agreement executed in September, 1997 by the
parties, that although said requirement is now null and void, either party at
his option, may continue to maintain said policies at his respective expense and
to make whatever changes he may desire to the beneficiaries of those policies.
All other provisions and requirements of the original agreement and any and
all amendments not otherwise changed herein shall remain in full force and
effect.
WITNESS THE EXECUTION HEREOF in duplicate originals either executed copy
which may be considered as an original, on the date first above written.
XXX X. XXXXXX, M.D., F.C.A.P.,
A PROFESSIONAL ASSOCIATION
BY: /s/ Xxx X. Xxxxxx, M.D.
----------------------------------
ITS PRESIDENT
XXXX X. XXXXXX, XX., M.D., F.C.A.P.,
A PROFESSIONAL ASSOCIATION
BY: /s/ Xxxx X. Xxxxxx, Xx., M.D.
-----------------------------------
ITS PRESIDENT
This document was prepared by:
X.X. XXXXXXXX, XX., MS BAR #05804
XXXXXX & DAVIDSON
POST OFFICE BOX 981
000 XXXXXXX XXXXXX XXXXX
XXXXXXXX, XX 00000-0000
(000)000-0000
