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Home My WebLink About06-3577 CHRISTOPHER LADD, M.D. 1339 Quail Hollow Road Hummelstown, P A 17036 Plaintiff : IN THE COURT OF COMMON PLEAS : OF LEBANON COUNTY, : PENNSYL VANIA v. : No. () & -3:577 C;vll TRI-STATE IMAGING CONSULTANTS, LLC, 1600 Market Street, Suite 3600 Philadelphia, P A 19103 ANDORRA RADIOLOGY ASSOCIATES, PC, c/o Arthur N. Brandolph, Esquire 1735 Market Street, 38" Floor Philadelphia, P A 19103 FOX CHASE MEDICAL CENTER RADIOLOGY ASSOCIATES, PC, 7600 Central Avenue Philadelphia,PA 19111 and LEBANON DIAGNOSTIC IMAGING, LP 820 Fox Chase Road RockIedge P A, 19046 Defendants PRAECIPE FOR SUMMONS TO THE PROTHONOTARY: Please issue a Writ of Summons in the above-captioned matter for Tri-State Imaging Consultants, PC, Andorra Radiology Associates, PC, Fox Chase Medical Center Radiology Associates, PC, and Lebanon Diagnostic Imagine, LP and forward them to the Cumberland County Sheriff for service upon Defendants. June 22, 2006 {00170088/1} (jt -5577 SUMMONS IN CIVIL ACTION TO: Tri-State Imaging Consultants, LLC Andorra Radiology Associates, PC Fox Chase Medical Center Radiology Associates, PC Lebanon Diagnostic Imaging, LP YOU ARE NOTIFIED THAT THE ABOVE-NAMED PLAINTIFF HAS COMMENCED AN ACTION YOU. Date: t-)~-{}6 {00170088/l} 1 RUE COpy FROM RECORD e unto see ""f hanO SUMMONS IN CML ACTION TO: Tri-State Imaging Consultants, LLC Andorra Radiology Associates, PC Fox Chase Medical Center Radiology Associates, PC Lebanon Diagnostic Imaging, LP YOU ARE NOTIFIED THAT THE ABOVE-NAMED PLAINTIFF HAS COMMENCED AN ACTION YOU. Prothonotary/Clerk, Civil Division Date: By: Deputy {001700BBfl} SUMMONS IN CIVIL ACTION TO: Tri-State Imaging Consultants, LLC Andorra Radiology Associates, PC Fox Chase Medical Center Radiology Associates, PC Lebanon Diagnostic Imaging, LP YOU ARE NOTIFIED THAT THE ABOVE-NAMED PLAINTIFF HAS COMMENCED AN ACTION YOU. Prothonotary/Clerk, Civil Division Date: By: Deputy {001700a8{1} SUMMONS IN CIVIL ACTION TO: Tri-State Imaging Consultants, LLC Andorra Radiology Associates, PC Fox Chase Medical Center Radiology Associates, PC Lebanon Diagnostic Imaging, LP YOU ARE NOTIFIED THAT THE ABOVE-NAMED PLAINTIFF HAS COMMENCED AN ACTION YOU. Prothonotary/Clerk, Civil Division Date: By: Deputy {001700B8fl} ---y<< a__~~ pd ~ rru~5"0'1 stJh/=# . ~J . l 1 ~--,,' . i\:...',_ ( "'-1 f:C'2 III ,-, ......7 .J . H( \,IV ~j:jJ" A":J'!I "'-':,~,' I t " L<~":I'_'I :1, 3Hl .10 :L!\:j-!_~',,-n::r::-j - C9@ IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CHRIS OPHER LADD, M.D., Plaintiff : No. 06-3577 - Civil TE IMAGING CONSULTANTS, LLC,: RADIOLOGY ASSOCIATES, PC, SE MEDICAL CENTER OGY ASSOCIATES, PC, and N DIAGNOSTIC IMAGING, LP Defendants PRAECIPE TO AMEND TO TH PROTHONOTARY: The Court of Common Pleas referenced in the above-captioned action should be Cwnber and County. Therefore, please amend the caption in this case to reflect the Court of Commo Pleas in Cwnberland County, Pennsylvania. Respectful]y submitted, 1 CGA LAW FIRM e ,2;erbe, s re Supre e ourt. .# 79]51 135 No George Street York, PA ] 740] 717.848.4900 telephone 717.843.9039 facsimile Attorneys for Plaintiff June 2 ,2006 {00170225 l} o c .--' ,~ = C.T' C._ S~; i"--' en ~::' o -0 .--< -r #-"- -r1 rn-E; ~,~~ , , - ,~-: \ ....-'-.. ~'f?1 ':rl -< (:? o 0"\ ._~ ..,.. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CHRISTOPHER LADD, M.D., Plaintiff DECLARATORY JUDGMENT v. No. 06-3577 TRI-STATE IMAGING CONSULTANTS, LLC, : ANDORRA RADIOLOGY ASSOCIATES, PC, FOX CHASE MEDICAL CENTER RADIOLOGY ASSOCIATES, PC, and LEBANON DIAGNOSTIC IMAGING, LP, Defendants NOTICE TO DEFEND You have been sued in Court. If you wish to defend against the claims set forth in the .following pages, you must take action within twenty (20) days after this Complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. YOU MAY LOSE MONEY OR PROPERTY OR OTHER RIGHTS IMPORTANT TO YOu. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGffiLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 717-249-3166 {~lt} . EN LA CORTE DE ALEGATOS COMUN DEL CONDADO DE CUMBERLAND, PENNSYLVANIA DIVISION CIVIL CHRISTOPHER LADD, M.D., Plaintiff DECLARATORY JUDGMENT v. No. 06-3577 TRI-STATE IMAGING CONSULTANTS, LLC, ANDORRA RADIOLOGY ASSOCIATES, PC, FOX CHASE MEDICAL CENTER RADIOLOGY ASSOCIATES, PC, and LEBANON DIAGNOSTIC IMAGING, LP, Defendants A VISO PARA DEFENDER Conforme a PA RCP Num. 1018.1 USTED DEBE LLEV AR ESTE P APEL A SU ABOGADO ENSEGUIDA. SI US TED NO TIENE UN ABOGADO, VA Y A 0 LLAME POR TELEFONO LA OFICINA FUAD AQui ABAJO. ESTA OFICINA PUEDE PROVEERE CON INFORMACION DE COMO CONSEGUIR UN ABOGADO. SI USETED NO PUEDE PAGARLE A UN ABOGADO, ESTA OFICINA PUEDE PROVEERE INFORMACION ACERCA AGENCIAS QUE PUEDAN OFRECER SERVICIOS LEGAL A PERSONAS ELIGIBLE AQ UN HONORARIO REDUCIDO 0 GRATIS. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 717-249-3166 Efectivo 1 de septiembre, 2003 Queja '{OO17a387/1} 2 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYL VANIA CHRISTOPHER LADD, M.D., Plaintiff DECLARATORY JUDGMENT v. No. 06-3577 TRI-STATE IMAGING CONSULTANTS, LLC,: ANDORRA RADIOLOGY ASSOCIATES, PC, FOX CHASE MEDICAL CENTER RADIOLOGY ASSOCIATES, PC, and .LEBANON DIAGNOSTIC IMAGING, LP, Defendants COMPLAINT FOR DECLARATORY JUDGMENT AND NOW, this 3rd day of July, 2006 comes the Plaintiff, Christopher Ladd, M.D., by and through his counsel, Anne E. Zerbe, Esquire, CGA Law Firm, and file the within Complaint stating as follows in support thereof: 1. Plaintiff, Christopher Ladd, M.D., is an adult individual who is a radiologist licensed to practice in Pennsylvania and whose current address is 1339 Quail Hollow Road, Hummelstown, P A 17036. 2. Defendant, Tri-State Imaging Consultants, LLC (hereinafter "Tri-State"), is New 'Jersey Limited Liability Company with a registered address of 1600 Market Street, Suite 3600, Philadelphia, P A 19103. 3. Defendant, Lebanon Diagnostic Imaging, LP (hereinafter "LD I"), is a Pennsylvania Limited Partnership with a registered business address of 820 Fox Chase Road, Rockledge, P A 19046. {OOI70387/1} 3 4. Defendant, Andorra Radiology Associates, PC (hereinafter "Andorra"), is a ,Pennsylvania Professional Corporation with a registered address of 1735 Market Street, 38th Floor, Philadelphia, PA 19103. 5. Defendant, Fox Chase Medical Center Radiology Associates, PC (hereinafter "Fox Chase"), is a Pennsylvania Professional Corporation with a registered address of 7600 Central Avenue, Philadelphia, P A 19111. 6. Upon information and belief, Fox Chase formed Andorra and LDI to perform outpatient MRI reading services for various hospitals and outpatient MRI centers. 7. Fox Chase employed radiologists and assigned them to its various MRI outpatient facilities including Andorra and LDI. 8. On or about September 16,2003 Plaintiff entered in to an Employment 'Agreement with Fox Chase pursuant to which the Plaintiff was to render medical services on behalf of Fox Chase for various hospital and outpatient entities in southeastern Pennsylvania. A true and correct copy of the Employment Agreement is attached hereto and incorporated herein as Exhibit A. 9. Pursuant to the provisions ofthe Employment Agreement, the term ofthe contract was for a period of two (2) years beginning on September 16, 2003. 10. The Employment Agreement between Plaintiff and Fox Chase includes a Covenant Not to Compete which set forth in pertinent part: (a) Except as provided in subsection (c) ofthis Section 11, Employee shall not, during the term if Employee's employment with Associates for a period of two years following termination of such employment (the "Restricted Period"): {OOJ7a387/1} 4 (i) Solicit, directly or indirectly, any hospital or imaging center in any location within a ten (5) [sic] mile radius of any hospital or imaging center at which Associates provides professional services, to enter into an exclusive contract to provide professional radiology services with any party other than Associates; (ii) Directly or indirectly practice medicine, except for or on behalf of Associates, with any location with a five (5) mile radius of any hospital or imaging center at which Associates provides professional services, wither as a private practitioner or consultant, or a partner, associate, employee, contractor, stockholder, member, officer director or manager of any partnership, corporation, limited liability company, or any other organization providing, managing or intending to provide or manage medical service. (b) The provisions of subsections (a), (c), (d), (e) and (f) of this Section 11 shall not apply, as to any hospital or imaging center: (i) At which Associates, of its own volition (as determined by Associates in its sole discretion), terminated or plans to terminate its exclusive contract to provide professional services at such hospital or medical center; or (c) During the Restricted Period defined above, Employee shall not directly or indirectly: (i) recruit or solicit any patients or former patients of Associates, any referral sources of Associated, or any business that would otherwise be referred to Associates, for purposes of providing any goods or services other than for and on behalf of Associates; (ii) recruit or solicit any employees or contractor of Associates for the purposes of employing or otherwise engaging them; or (iii) request or induce any employees or contractors of Associates to terminate, reduce or alter their relationships with Associates. . . 11. On or about October 1, 2004 Plaintiff entered into a Limited Partnership Agreement with Tri-State G.P., LLC, to form Lebanon Diagnostic Imaging, LP. A true and .correct copy ofthe Limited Partnership Agreement is attached hereto and incorporated herein as Exhibit B. {OO170387/1} 5 12. The Limited Partnership Agreement includes a Non-Competition Covenant which set forth in pertinent part: I _ {oo 170387/1 } (b) Noncompetition. Each partner agrees that at all such times during which the Partner is a Partner, and for a period of two (2) years after such Partner ceases to be a Partner (by virtue of the transfer of such Partner's Percentage Interest )("Restricted Period"), each Partner shall not, unless acting pursuant hereto or with the prior written consent of all other Partners, directly or indirectly: (i) solicit business from or perform services (including, but not limited to, management services) of any person, company or other entity (other than (A) an Affiliate of the Partnership already in existence as of the Effective Date, or (B) in the case of each of George J. Broder, M.D., Michael R. Clair, M.D., William Hartz, M.D., Philip J. Moldofsky, M.D., Jay S. Rosenblum, M.D., Kenneth E. Brumberger, M.D., and Michael Carr, an Affiliate of the Partnership in which all such persons have an ownership interest or in the case of each of Judith Wolf stein, M.D., Ernest Campanovo, M.D., and Chris Ladd, M.D., an Affiliate of the Partnership in which al of the Limited Partners have an ownership interest (collectively "Excepted Affiliates")) which is or was, at any time (I) while the Partner is still a Partner, or (II) within the two (2) year period prior to the date upon which the Partner ceases to be a Partner, if such action is taken during the Restricted Period but after the Partner ceases to be a Partner (the time periods set forth in subsections (I) and (II) of this Section 12(b)(I), as applicable, being referred to as the "Applicable Period"), a referral source ofthe Partnership or any Affiliate of the Partnership (including Hospitals (as hereafter defined) Jeanes Diagnostic Imaging Center) if such business or services are of the same general character as those engaged in or performed by the Partnership or its Affiliates at the time (x) such Partner takes such action, if such action is taken while the Partner is still a Partner, or (y) such Partner ceases to be a Partner, if such action is taken during the Restricted Period but after the Partner ceases to be a Partner (the times set forth in subsections (x) and (y) of this Section 12(b )(1), as applicable, being referred to hereafter as the "Relevant Time"). "Hospitals" means, collectively, Community Hospital of Lancaster, Carlisle Regional Medical Center, Roxborough Memorial Hospital or any other acute care facility to which the Partners, as applicable, in their capacities as practicing radiologists for Radiology, PC, New Jersey Radiology Associates, 6 (ii) (iii) (iv) {OO170387/l} PC or any other Affiliate of the Partnership, which provides services of the same general character as such entities, provide or provided radiology services; solicit business from any person which is or was, at any time, within the Applicable Period, a patient of the Partnership or any Affiliate of the Partnership if such business is of the same general character as those engaged in or performed by the Partnership or its Affiliates at the Relevant Time; solicit for employment or otherwise hire anyone who is or was an employee of the Partnership or any of its Affiliates at the Relevant Time. own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise (collectively, "Participate", "Participating" or "Participation" as the engaged business and or services of the same general character as those engaged in or performed by the Partnership or any of its Affiliates at the Relevant Time (including, without limitation, MRI facilities or full service radiological imaging facilities) within a fifteen (15) mile radius from the location of any facility ofthe same general character in which the Partnership or its Affiliates do business. For purposes of clarification, notwithstanding anything to the contrary contained in this Section 12, Partners are not prohibited during or after the Restricted Period from (I) Participating in any free- standing (i.e.), no part of any hospital) radiology facility which conducts, offers or provides MRI services (an "MRI Facility") which is within 15 miles of a free-standing radiological imaging facility, which does not conduct, offer or provide MRI services (a "Non-MRI Facility") owned, operated or served by the Partnership or any of its Affiliates, provided that said MRI Facility is not within 15 miles of an MRI Facility owned, operated or serviced by the Partnership or any of its affiliates at the Relevant Time; (II) Participating in any Non-MRI Facility which is within 15 miles of an MRI facility owned, operated or serviced by the Partnership of any of its Affiliates, provided that the said Non-MRI Facility is not within 15 miles of a Non-MRI Facility owned, operated or serviced by the Partnership or any of its Affiliates at the Relevant Time; and (III) performing services for any hospital that is not one ofthe Hospitals, provided that said hospital does not conduct, offer 7 or provide, directly or through independent contractors, out-patient MRI services, or any of its Affiliates at the Relevant Time. The foregoing restrictions of covenant shall apply and bind the Partners and, to the extent applicable, each oftheir respective affiliates. 13. Andorra provided radiological associates employed by Fox Chase to Carlisle Regional Medical Center in Cumberland County. 14. On or about December 23,2005, Andorra sent a Notice of Termination to Carlisle Regional Medical Center advising that its termination would be effective July 7, 2006. A true and correct copy of the December 23,2005 correspondence is attached hereto and incorporated herein as Exhibit C. 15. Andorra did not copy nor inform Plaintiff of its decision to terminate its agreement with Carlisle Regional Medical Center. 16. Upon information and belief, Carlisle Regional Medical Center formed a committee ("Committee") to review the notice of termination from Andorra and to investigate whether Carlisle Regional Medical Center desired to negotiate a new contract with Andorra for the provision of radiology services. 17. Upon information and belief, the Committee recommended that Carlisle Regional Medical Center refrain from negotiations with Andorra based upon various patient care and quality of service issues. 18. Dr. Ladd was not involved with nor did he influence the Committee's formation, investigation or eventual decision not to negotiate with Andorra. 19. Prior to Plaintiff giving his Notice of Termination, in late March or early April .2006, Carlisle Regional Medical Center approached Plaintiff and asked him ifhe would consider {OO17038711 } 8 providing radiological services to the hospital after July 7, 2006, and informed him that Andorra 'had sent a notice oftermination of service effective July 7,2006. 20. On April 10, 2006, Carlisle Regional Medical Center sent a request for a proposal to the Plaintiff, requesting that he submit a written proposal before May 1, 2006 to render services to the Radiology Department. 21. Upon information and belief, Carlisle Regional Medical Center determined not to send a Request for Proposal to Andorra, Fox Chase, LDI or Tri-State. 22. Thereafter, on April 13, 2006, Plaintiff provided his written Notice of Termination to Fox Chase regarding his employment. Plaintiff expressed that he desired to work for himself to the Business Manager. 23. Plaintiff submitted his proposal to the Radiology Department of Carlisle , Regional Medical Center to provide physician coverage on or about April 30, 2006. 24. Thereafter, on May 10, 2006, Andorra forwarded a letter to Carlisle Regional Medical as a follow-up to its Notice of Termination dated December 23,2005. A true and correct copy of the May 10, 2006 letter is attached hereto and incorporated herein as Exhibit D. 25. In its May 10, 2006 letter, Andorra included a reference to a Non-Compete Covenant in its agreement with the Plaintiff. 26. Andorra threatened legal action if Carlisle Regional Medical Center did not honor the Non-Compete Covenant in the agreement with Plaintiff. 27. Thereafter, Andorra sent an additional letter to Carlisle Regional Medical Center dated June 19, 2006 advising that they had not received a response to their May 10, 2006 letter to {OO170387/1} 9 the Medical Center. A true and correct copy of the letter is attached hereto and incorporated herein as Exhibit E. 28. Andorra reiterated its position that the Plaintiff was subject to the Non-Compete Covenant with Andorra that would restrict him from providing any services to Carlisle Regional Medical Center attached F. 29. Subsequently, Andorra issued a letter to the Plaintiff on or about June 21, 2006 .advising him that he was in violation of the Restrictive Covenant in the Partnership Agreement with LDI and the Employment Agreement with Fox Chase. Please see Exhibit A. 30. Carlisle Regional Medical Center is approximately 60 miles from Lebanon County and the location of the outpatient imaging center operated by LDI. 31. With the exception ofthe Carlisle Regional Medical Center, Dr. Ladd will not be providing any services within 15 miles of any Affiliate (as defined in Exhibit B) or facility (as defined in Exhibit B). ACTION FOR DECLARATORY JUDGMENT 32. Plaintiff seeks relief under the Pennsylvania Declaratory Judgment Act, 42 Pa.C.S. 97531, et. seq. seeking a declaration of rights, duties and liabilities ofthe parties under 'the Employment Agreement between Plaintiff and Fox Chase dated September 16, 2003 and the Limited Partnership Agreement of Lebanon Diagnostic Imagine, LP, dated October 1, 2004. 33. An actual controversy of a judicial nature exists between Plaintiff and Defendants concerning the enforceability ofthe Covenants Not to Compete set forth in Exhibits A and B, and the impending termination of services by Andorra effective July 7, 2006. (OOI7038711} 10 34. Plaintiff and Defendants have substantial and present interest in the question of whether or not the Covenants Not to Compete are enforceable as a result of Andorra's termination of services with Carlisle Region Medical Center and Plaintiffs agreement to provide services to Carlisle Regional Medical Center after termination of the contract between Andorra and Carlisle Regional Medical Center. 35. The venue before this Court is proper pursuant to Pa.R.C.P. 1006, as all -transactions or occurrences have taken place in Cumberland County. COVENANTS NOT TO COMPETE 36. The Employment Agreement between Plaintiff and Fox Chase dated September 16, 2003 sets forth the following Covenant not to Compete: 11. Covenant Not to Compete (a) Except as provided in subsection (c) of this Section 11, Employee shall not, during the term if Employee's employment with Associates for a period of two years following termination of such employment (the "Restricted Period"): (i) Solicit, directly or indirectly, any hospital or imaging center in any location within a ten (5) [sic] mile radius of any hospital or imaging center at which Associates provides professional services, to enter into an exclusive contract to provide professional radiology services with any party other than Associates; (ii) Directly or indirectly practice medicine, except for or on behalf of Associates, with any location with a five (5) mile radius of any hospital or imaging center at which Associates provides professional services, wither as a private practitioner or consultant, or a partner, associate, employee, contractor, stockholder, member, officer director or manager of any partnership, corporation, limited liability company, or any other organization providing, managing or intending to provide or manage medical service. (b) The provisions of subsections (a), (c), (d), (e) and (j) of this Section 11 shall not apply, as to any hospital or imaging center: {aa170387/l} 11 {OO17a387/1} (f) (i) At which Associates, of its own volition (as determined by Associates in its sole discretion), terminated or plans to terminate its exclusive contract to provide professional services at such hospital or medical center; or (c) During the Restricted Period defined above, Employee shall not directly or indirectly: (i) recruit or solicit any patients or former patients of Associates, any referral sources of Associated, or any business that would otherwise be referred to Associates, for purposes of providing any goods or services other than for and on behalf of Associates; (ii) recruit or solicit any employees or contractor of Associates for the purposes of employing or otherwise engaging them; or (iii) request or induce any employees or contractors of Associates to terminate, reduce or alter their relationships with Associates. (d) If a court of competent jurisdiction should hold that the Restricted Period or any other provision ofthe foregoing restrictive covenants is unreasonably, then to the extent permitted by law, the court may prescribe a duration for the Restricted Period, and modify the parameters of the restricted conduct or such other terms so as to render the covenants of this Section 11 in compliance with the law, and the parties hereto agree to accept and be bound by such determination or determination subject to their rights of appeal. (e) Employee acknowledges that the covenants contained in this Section 11 are reasonable and necessary for the protection of the legitimate business interests of Associates, Employee acknowledges that he freely enters in these covenants, and expressly agrees, that the duration, geographic limitations and description ofthe limited conduct set forth in this Section 11 are reasonable. Employee acknowledges and agrees that any violation of the covenants of this Section would cause substantial, irreparable damage to the Associates, and that it is impossible to measure in money the damages that would be caused to Associates by such violation. Accordingly, Employee acknowledges and agrees that in the event that Employee violates any ofthe covenants of this Section, Associates will be entitled to obtain injunctive reliefto enforce said covenants and to prohibit Employee from continuing any violation ofthe same, and Associates will be entitled to bring actions to obtain such relief without posting any cash, bond or other surety. Associates also will be entitlecl to payment by Employee of any and all attorneys' fees and other legal expenses, including court costs, arising 12 from any action Associates pursue to enforce the covenant of this Section. Nothing herein stated shall be construed as prohibiting Associates from pursuing any other remedy or remedies available for such breach or threatened breach, including recovery of damages from Employee. (emphasis added) 37. The Limited Partnership Agreement ofLDI dated October I, 2004 contains the following restrictive covenant: 12(b) Noncompetition. Each partner agrees that at all such times during which the Partner is a Partner, and for a period of two (2) years after such Partner ceases to be a Partner (by virtue of the transfer of such Partner's Percentage Interest )("Restricted Period"), each Partner shall not, unless acting pursuant hereto or with the prior written consent of all other Partners, directly or indirectly: {OO170387/1 f (i) solicit business from or perform services (including, but not limited to, management services) of any person, company or other entity (other than (A) an Affiliate of the Partnership already in existence as of the Effective Date, or (B) in the case of each of George J. Broder, M.D., Michael R. Clair, M.D., William Hartz, M.D., Philip J. Moldofsky, M.D., Jay S. Rosenblum, M.D., Kenneth E. Brumberger, M.D., and Michael Carr, an Affiliate of the Partnership in which all such persons have an ownership interest or in the case of each of Judith Wolf stein, M.D., Ernest Campanovo, M.D., and Chris Ladd, M.D., an Affiliate ofthe Partnership in which al of the Limited Partners have an ownership interest (collectively "Excepted Affiliates")) which is or was, at any time (I) while the Partner is still a Partner, or (II) within the two (2) year period prior to the date upon which the Partner ceases to be a Partner, if such action is taken during the Restricted Period but after the Partner ceases to be a Partner (the time periods set forth in subsections (I) and (II) of this Section 12(b)(I), as applicable, being referred to as the "Applicable Period"), a referral source of the Partnership or any Affiliate of the Partnership (including Hospitals (as hereafter defined) Jeanes Diagnostic Imaging Center) if such business or services are of the same general character as those engaged in or performed by the Partnership or its Affiliates at the time (x) such Partner takes such action, if such action is taken while the Partner is still a Partner, or (y) such Partner ceases to be a Partner, if such action is taken during the Restricted Period but after the Partner ceases to be a Partner (the times set forth in subsections (x) and (y) ofthis 13 Section 12(b)(I), as applicable, being referred to hereafter as the "Relevant Time"). "Hospitals" means, collectively, Community Hospital of Lancaster, Carlisle Regional Medical Center, Roxborough Memorial Hospital or any other acute care facility to which the Partners, as applicable, in their capacities as practicing radiologists for Radiology, PC, New Jersey Radiology Associates, PC or any other Affiliate of the Partnership, which provides services of the same general character as such entities, provide or provided radiology services; (ii) solicit business from any person which is or was, at any time, within the Applicable Period, a patient of the Partnership or any Affiliate of the Partnership if such business is of the same general character as those engaged in or performed by the Partnership or its Affiliates at the Relevant Time; (iii) solicit for employment or otherwise hire anyone who is or was an employee of the Partnership or any of its Affiliates at the Relevant Time. (iv) own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise (collectively, "Participate", "Participating" or "Participation" as the engaged business and or services of the same general character as those engaged in or performed by the Partnership or any of its Affiliates at the Relevant Time (including, without limitation, MRI facilities or full service radiological imaging facilities) within a fifteen (15) mile radius from the location of any facility of the same general character in which the Partnership or its Affiliates do business. For purposes of clarification, notwithstanding anything to the contrary contained in this Section 12, Partners are not prohibited during or after the Restricted Period from (I) Participating in any free- standing (i.e.), no part of any hospital) radiology facility which conducts, offers or provides MRI services (an "MRI Facility") which is within 15 miles of a free-standing radiological imaging facility, which does not conduct, offer or provide MRI services (a "Non-MRI Facility") owned, operated or served by the Partnership or any of its Affiliates, provided that said MRI Facility is not within 15 miles of an MRI Facility owned, operated or serviced by the Partnership or any of its affiliates at the Relevant Time; (II) Participating in any Non-MRI Facility which is within 15 miles of an MRI facility owned, operated or serviced by the Partnership of {OOI7a387/1} 14 any of its Affiliates, provided that the said Non-MRI Facility is not within 15 miles of a Non-MRI Facility owned, operated or serviced by the Partnership or any of its Affiliates at the Relevant Time; and (III) performing services for any hospital that is not one of the Hospitals, provided that said hospital does not conduct, offer or provide, directly or through independent contractors, out-patient MRI services, or any of its Affiliates at the Relevant Time. See, Exhibit B. COUNT I RESTRICTIVE COVENANT OF SEPTEMBER 16, 2003 EMPLOYMENT AGREEMENT 38. Plaintiff incorporates herein all preceding paragraphs of this Complaint as though fully set forth. 39. Defendants are attempting to enforce the Covenants Not to Compete set forth in Exhibits A and B and filed an action requesting injunctive relief in Dauphin County on June 28, 2006 against Plaintiff. A true and correct copy of Defendants' Complaint filed in Dauphin County is attached hereto as Exhibit G. 40. Pursuant to the language set forth in the September 16,2003 Employment Agreement, the parties agreed that the provisions of the Covenant Not to Compete in subsections (a), (c), (d), (e) and (f) would not apply "to any hospital or imaging center: (i) at which Associates of its on volition (as determined by Associates in its sole discretion), terminates or plans to terminate its exclusive contract to provide professional services at such hospital or imaging center. . ." See, Exhibit A. 41. As a result of the correspondence dated December 23,2005, Defendant Andorra terminated its agreement to provide services to Carlisle Regional Medical Center effective July 7,2006. Please see Exhibit C. {OOI70387/1} 15 WHEREFORE, Plaintiff, by an through his counsel, respectfully requests that this ,Honorable Court issue the following declarations: a. That the Covenant Not to Compete in the Employment Agreement between Plaintiff and Fox Chase is unenforceable with respect to Carlisle Regional Medical Center as result of the termination letter forwarded by Andorra on December 23,2005; b. That the termination was made "of its own volition" by Andorra; and c. That the Employment Agreement terminated between Plaintiff and Fox Chase on September 16, 2005; and d. That Dr. Ladd's provision of radiology services to Carlisle Regional Medical Center does not violate the restrictive covenants ofthe Employment Agreement and does not constitute a breach of the Employment Agreement. COUNT II RESTRICTIVE COVENANT OF LEBANON MRI CENTER LIMITED PARTNERSHIP AGREEMENT 42. Plaintiff incorporates all preceding paragraphs of this Complaint as though fully set forth herein. 43. Defendants are attempting to enforce the Covenants Not to Compete set forth in Exhibits A and B and have filed an action requesting injunctive relief in Dauphin County on June 28,2006 against Plaintiff. See, Exhibit F. 44. The Limited Partnership Agreement ofLDI dated October 1, 2004 contains the following restrictive covenant: 12(b) Noncompetition. Each partner agrees that at all such times during which the Partner is a Partner, and for a period of two (2) years after such Partner ceases to be a Partner (by virtue of the transfer of such Partner's {OOI70387/1} 16 (ii) '{OOI7a387/1} Percentage Interest )("Restricted Period"), each Partner shall not, unless acting pursuant hereto or with the prior written consent of all other Partners, directly or indirectly: (i) solicit business from or perform services (including, but not limited to, management services) of any person, company or other entity (other than (A) an Affiliate ofthe Partnership already in existence as of the Effective Date, or (B) in the case of each of George 1. Broder, M.D., Michael R. Clair, M.D., William Hartz, M.D., Philip J. Moldofsky, M.D., Jay S. Rosenblum, M.D., Kenneth E. Brumberger, M.D., and Michael Carr, an Affiliate of the Partnership in which all such persons have an ownership interest or in the case of each of Judith Wolf stein, M.D., Ernest Campanovo, M.D., and Chris Ladd, M.D., an Affiliate of the Partnership in which al of the Limited Partners have an ownership interest (collectively "Excepted Affiliates")) which is or was, at any time (I) while the Partner is still a Partner, or (II) within the two (2) year period prior to the date upon which the Partner ceases to be a Partner, if such action is taken during the Restricted Period but after the Partner ceases to be a Partner (the time periods set forth in subsections (I) and (II) of this Section l2(b)(I), as applicable, being referred to as the "Applicable Period"), a referral source of the Partnership or any Affiliate of the Partnership (including Hospitals (as hereafter defined) Jeanes Diagnostic Imaging Center) if such business or services are ofthe same general character as those engaged in or performed by the Partnership or its Affiliates at the time (x) such Partner takes such action, if such action is taken while the Partner is still a Partner, or (y) such Partner ceases to be a Partner, if such action is taken during the Restricted Period but after the Partner ceases to be a Partner (the times set forth in subsections (x) and (y) ofthis Section l2(b )(I), as applicable, being referred to hereafter as the "Relevant Time"). "Hospitals" means, collectively, Community Hospital of Lancaster, Carlisle Regional Medical Center, Roxborough Memorial Hospital or any other acute care facility to which the Partners, as applicable, in their capacities as practicing radiologists for Radiology, PC, New Jersey Radiology Associates, PC or any other Affiliate of the Partnership, which provides services of the same general character as such entities, provide or provided radiology services; solicit business from any person which is or was, at any time, within the Applicable Period, a patient of the Partnership or any Affiliate of the Partnership if such business is of the same general 17 {OOI70387/1 } character as those engaged in or performed by the Partnership or its Affiliates at the Relevant Time; (iii) solicit for employment or otherwise hire anyone who is or was an employee of the Partnership or any of its Affiliates at the Relevant Time. (iv) own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise (collectively, "Participate", "Participating" or "Participation" as the engaged business and or services of the same general character as those engaged in or performed by the Partnership or any of its Affiliates at the Relevant Time (including, without limitation, MRI facilities or full service radiological imaging facilities) within a fifteen (15) mile radius from the location of any facility ofthe same general character in which the Partnership or its Affiliates do business. For purposes of clarification, notwithstanding anything to the contrary contained in this Section 12, Partners are not prohibited during or after the Restricted Period from (I) Participating in any free- standing (i.e.), no part of any hospital) radiology facility which conducts, offers or provides MRI services (an "MRI Facility") which is within 15 miles of a free-standing radiological imaging facility, which does not conduct, offer or provide MRI services (a "Non-MRI Facility") owned, operated or served by the Partnership or any of its Affiliates, provided that said MRI Facility is not within 15 miles of an MRI Facility owned, operated or serviced by the Partnership or any of its affiliates at the Relevant Time; (II) Participating in any Non-MRI Facility which is within 15 miles of an MRI facility owned, operated or serviced by the Partnership of any of its Affiliates, provided that the said Non-MRI Facility is not within 15 miles of a Non-MRI Facility owned, operated or serviced by the Partnership or any of its Affiliates at the Relevant Time; and (III) performing services for any hospital that is not one of the Hospitals, provided that said hospital does not conduct, offer or provide, directly or through independent contractors, out-patient MRI services, or any of its Affiliates at the Relevant Time. See, Exhibit "B" (emphasis added). 18 45. Because Andorra terminated its professional services agreement with Carlisle Regional Medical Center, Carlisle Regional Medical Center will cease to be an affiliate of Andorra, LDI, Fox Chase and Tri-State as of July 7, 2006. 46. Because Andorra terminated its professional services agreement with Carlisle Regional Medical Center, Carlisle Regional Medical Center will cease to be a referral source for Andorra, LDI, Fox Chase and Tri-State as of July 7,2006. 47. Dr. Ladd will not be providing services within 15 miles of any facility or affiliate ofLDI, with the exception of Carlisle Regional Medical Center. 48. The primary and secondary services area of Carlisle Regional Medical Center does not include any locations in Dauphin County or Lebanon County. See, Addendum D to the Professional Services Agreement between Andorra and Carlisle HMA, Inc., d/b/a Carlisle Regional Medical Center, attached hereto as Exhibit H. 49. Andorra, Fox Chase, LDI and Tri-State voluntarily and freely terminated the professional services agreement without any knowledge of Dr. Ladd. 50. Thus, Defendants have no legitimate business interest to protect with respect to any professional services provided to or on behalf of Carlisle Regional Medical Center. WHEREFORE, Plaintiffby and through his counsel, respectfully requests that this Honorable Court issue the following declarations: a. Because Andorra terminated its relationship with Carlisle Regional Medical Center, the Covenant Not to Compete set forth in the Limited Partnership agreement of Lebanon Diagnostic Imaging, LP does not apply to radiological services at Carlisle Regional Medical Center; {OC170387il} 19 b. The restrictive covenants set forth in the Limited Partnership agreement -are not enforceable as to the Carlisle Regional Medical Center; and c. Dr. Ladd's provision of radiology services to Carlisle Regional Medical Center does not violate the restrictive covenants ofthe Employment Agreement and does not constitute a breach of the Employment Agreement. Respectfully submitted, CGA LAW FIRM Zerbe, s . e Supre e Court . . No. 79151 Tina H. Fox, Esquire Supreme Court LD. No. 93366 135.North George Street York, PA 17401 717.848.4900 telephone 717.843.9039 facsimile Attorneys for Plaintiff {Oa17a387/1 } 20 '.J(.' '.J....' .. '......:;,.., 1_"""',' r .J.~'I'I ""M'~t:. ':~i:/l.~ YElUlf.[CAnON T hereb:; w.unn that the follo1,ving f;lets are correct. The attached Complaint is based U;)<ln iufomlation ''lThtcl, ha~ bc~n furnisbcd to COUJlsel if I the propat'.'ition ofthi..s docum:nt. The ):lrll~Uli.i:;P. oftJ1l& CompJ,Rint is that of ccum~eI ~lf.1d not mine. .T hmre read the Corr~plainT. and to the "'.~~):L t.nal the same 19 based ilpC1'1 lrlf<:l1,To<'.timl which I JHlve given to coufiseI. it is True 2.1\d r.Otrf.'l~llc the bcs!ofnJ.Y kuowledge~, information ~...,d belief. To the extent tb~i tl'w conte:1t ofthl' ':-'r.lir,p(;Jlnt is t.hijt of counsel, I hr;ve relied upon cou,!lael in making this Verific~rior.. T hr.:reby ,1-:k:nOll'!~~cl;;e t;hat f:h(-~ ,w~rJrgm.tr.; of fact ,!:t't forth in th,.~ aforesaid Complaint ere made ~ul~ject to Iht pt:n:JHi'~s of 18 Pa.C.S. ~ 4904 relating to ll.'15wom falE1ific9.tion ~o ~uthf'..\ri1it'8. ~~~,~ 6 ~'~h ---.l~~.--t -~._--- D.:lte: ! ....11 .z,~t;,., I Revised 8/18/03 EMPLOYMENT AGREEMENT THIS AGREEMENT is made this I ,.P.. day of *'" /r..r , 2003, between Fox Chase Medical Center Radiology Associates, P.c., a Pennsylvania professional corporation ("Associates") and Christopher Ladd, M.D. ("Employee"). BACKGROUND Associates render radiological services for various hospital and outpatient entities in Southeastern Pennsylvania. Employee is a radiologist certified by the American Board of Radiology and is licensed to practice medicine in Pennsylvania. The parties desire to enter into an agreement setting forth the terms of Employee's employment by Associates. It is therefore agreed that: 1. Employment. Associates employs the Employee, and the Employee accepts employment with Associates, to render medical services for Associates which shall, from time to time, include medical services for Associates and such other entities related to, or otherwise affiliated with, Associates as determined by Associates in the manner and to the extent permitted by law and the applicable canons of professional ethics, as from time to time amended. The Employee's duties shall include, without limitation, keeping and maintaining appropriate records relating to all professional services rendered by Employee under this Agreement and preparing and attending to, in connection with such services, all reports, claims and correspondence necessary or appropriate in the circumstances (or causing such records to be kept and . EXHIBIT I ~A. maintained), all of which records, reports, claims and correspondence shall belong to Associates. - The Employee shall promote-:-Oy entertainment or otherwise, as and to the extent permitted by law and the applicable canons of professional ethics, the professional practice of Associates; shall to a reasonable extent attend meetings of professional societies; and shall do all things reasonably necessary to maintain and improve his professional skills. The Employee's other duties shall be such as Associates may from time to time reasonably direct, including normal duties as an officer or director of Associates, if elected as such. Employee shall become and remain a member in good standing of the medical staffs of Carlisle Regional Medical Center, Community Hospital of Lancaster, and any associated outpatient facilities at which Associates provides services. Employee shall comply with all by-laws, policies, rules and regulations that are applicable to Employee as a member of the medical staffs of such hospitals or outpatient facilities and with all applicable laws and regulations relating to the licenses and regulations of physicians, radiologists, hospitals and outpatient facilities. 2. Compensation. (a) As compensation for services rendered to Associates hereunder, Employee shall receive an annual salary of$375,000, prorated for the period beginning on the Effective Date of this Agreement (as defined in Section 10) the fixed salary being payable in equal amounts monthly on the last day of each month. After a full twelve months of employment, and for the second twelve month period of employment, Employee shall receive an annual salary of $400,000. During the term of this Agreement, Employee shall also be eligible to earn the following additional compensation in a manner as all other partners and associates as may be determined from time to time. (i) Following a full twelve months of employment, a performance bonus, if any, which shall be determined by Associates in its sole discretion and if awarded shall be paid annually. (b) Fringe Benefits. (Exhibit A) Employee shall also receive the same fringe benefits as other physicians employed by Associates. Employee understands that such benefits may be modified or eliminated at the discretio.n of Associates and that such modifications or eliminations apply in like manner to all physicians employed by Associates at the time of implementation thereof (c) Employee shall immediately, on the Effective Date of this Agreement, have the opportunity to participate in an equal share of equity, in any imaging centers the Associates may choose to develop and/or own in Cumberland County, Dauphin County and/or Lancaster County. Said ownership in any ventures subsequent to employment by Associates shall be subject to execution of all current and future shareholder documents pertaining to the entities. 3. Transition to Shareholder Status. Effective on the second anniversary of the Effective Date of this Agreement, Employee shall automatically become a shareholder in Associates, subject to the same terms and conditions applicable to other shareholders, except that (if compensation between shareholders working full-time in South Central Pennsylvania is different from that applicable to shareholders based in the Philadelphia area), Employee shall be compensated the same as any other shareholder working full-time in South Central Pennsylvania. 4. Facilities. Associates shall provide and maintain such facilities, equipment, supplies anosecretaffiifand other personnel as it deems necessary for the performance of the Employee's professional duties under this Agreement. However, Employee shall have, maintain and use, when appropriate, Employee's automobile, home telephone and such other facilities and equipment (such as reference books and space at home for research and writing) as the Employee reasonably needs in connection with his employment under this Agreement, all of which shall be at the Employee's expense, except as outlined in Exhibit A. Employee shall, at Employee's expense, carry public liability insurance protecting Employee against claims arising out of the use of such automobile in the course of his employment by Associates, and shall keep on deposit with Associates a certificate or other evidence that such insurance is in force. Such insurance shall be in not less than such amount as Associates may from time to time reasonably direct and, in any event, shall provide coverage of at least $100,000 for property damage, $300,000 forthe injury and death of one person, and $1 ,000,000 for injuries and deaths arising from one accident. 5. Loyalty. Employee shall devote such of his full time, attention, best efforts and energy as necessary to complete his duties including the tasks assigned to him from time to time under this Agreement to the full and complete satisfaction of the Board of Directors of Associates. All fees or other income attributable to the Employee's professional services as an employee of Associates during the term of this Agreement shall belong to Associates. 6. Standards. Employee shall perform Employee's duties under this Agreement in accordance with all applicable rules and standards of the practice of radiology in the Commonwealth of Pennsylvania, prevailing rules and standards of ethics in the medical profession, the scope of Employee's license to practice medicine and the requirements of medical staff membership of any hospital or facility for which Associates performs radiology services. 7. Malpractice Insurance. Associates shall, at its expense, cause Employee to be insured against claims for professional liability (commonly called "malpractice insurance"). Professional liability insurance shall be in the amount purchased by Associates for other physicians employed by Associates, which shall be in a minimum amount as required by the laws of the State of Pennsylvania. Associates shall also pay all surcharges necessary to maintain excess malpractice insurance coverage under the Pennsylvania catastrophe loss fund. 8. Vacation. Employee shall be entitled to an aggregate of 50 days of paid vacation, attendance at professional meetings, seminars and conventions ("Paid Time Off") per year. Paid Time Off shall be taken at a time or times as determined by the Board of Directors of Associates. Employee shall not be entitled to receive any additional compensation frorriAsSociates on ac- count of his failure to take his Paid Time Off and Employee is not entitled to accumulate unused Paid Time Off from one year to the next. 9. Disability. If Employee shall be involuntarily absent from the performance of his employment under this Agreement (or unable to perform his duties hereunder on a full-time basis) due to physical or mental disability, he shall nevertheless continue to receive full salary for the first six (6) months of continuous absence or inability due to such disability provided Employee has been an employee of Associates for a period of twelve (12) consecutive months. Thereafter, during the continuation of Employee's disability, Employee shall receive such wage continuation benefits as may be payable directly or indirectly to such disabled Employee under a sickness or disability policy maintained by the Employee or under whatever disability plan may then be in effect by contract between Associates and any insurance company covering such bene- fits. As with other "fringe" benefits, Associates shall have the right to modify or eliminate such coverage subject to the provisions of Section 2 hereof ] o. Tenn of Agreement. This Agreement and the Employee's employment hereunder shall be effective as of 2003 (the "Effective Date") and shall continue until and through the day prior to the second anniversary of the Effective Date. This Agreement may be tenninated: (a) by Employee, for any reason whatsoever, with or without cause, on ninety (90) days prior written notice, or (b) by Associates, (i) prior to the second anniversary of the Effective Date, on ninety (90) days prior written notice in the event (and only in the event) that Associates loses its imaging contract with Carlisle Regional Medical Center, or (ii) for good cause on ninety (90) days written notice and provided that the Employee fails to cure the cause of the breach to the reasonable satisfaction of the Associates, within such ninety (90) day period, or (iii) immediately upon the suspension or revocation of Employee's license to practice medicine in any state, or upon the loss or suspension or curtailment of Employee's status as a member in good standing of the medical staff of any hospital or outpatient facility at which Associates perfonns radiology services, or upon the suspension of Employee's license to dispense or prescribe narcotic drugs, or (iv) immediately upon the Employee's death, or (v) immediately if Employee shall be involuntarily absent from the performance 01 hIS employment under this Agreement (or unable to perform his duties hereunder on a full-time basis) due to physical or mental disability for a period of six (6) months, or (vi) immediately in the event Employee is barred from receiving reimbursement from the Medicare or Medicaid program, or (vii) immediately upon Employee's 7Ist birthday. For purposes of Section IO(b)(ii), "good cause" shall mean less than satisfactory performance with respect to Employee's professional duties hereunder or any other breach of any material term or condition of this Agreement. Employee agrees to make available such files and to render such assistance, after termination of Employee's employment under this Agreement as Associates may request in connection with matters with which Employee was involved during his employment and in connection with which the further cooperation of Employee is reasonably necessary, and Associates agrees to pay Employee reasonable charges for such assistance. Upon termination of Employee's employment for any reason whatsoever, Associates shall discontinue using his name on its office door, or its letterhead, and in every other place and manner. 11. Covenant Not to Compete. (a) Except as provided in subsection (c) of this Section 11, Employee shall not, during the term of Employee's employment with Associates and for a period two years following termination of such employment (the "Restricted Period"): (i) Solicit, directly or indirectly, any hospital or imaging center in any location within a ten (5) mile radius of any hospital or imaging center at which Associates provides professional services, to enter into an exclusive contract to provide professional radiology services willi any partY other than Associates; (ii) Directly or indirectly practice medicine, except for or on behalf of Associates, in any location within a five (5) mile radius of any hospital or imaging center at which Associates provides professional services, whether as a private practitioner or consultant, or a partner, associate, employee, contractor, stockholder, member, officer, director or manager of any partnership, corporation, limited liability company, or any other organization providing, managing or intending to provide or manage medical service. (b) The provisions of subsections (a), (c), (d), (e), and (f) of this Section 11 shall not apply, as to any hospital or imaging center: (i) At which Associates, of its own volition (as detennined by -Associates in its sole discretion), terminates or plans to terminate its exclusive contract to provide professional services at such hospital or imaging center; or (c) During the Restricted Period defined above, Employee shall not directly or indirectly: (i) recruit or solicit any patients or former patients of Associates, any referral sources of Associates, or any business that would otherwise be referred to Associates, for purposes of providing any goods or services other than for and on behalf of Associates; (ii) recruit or solicit any employees or contractors of Associates for purposes of employing or otherwise engaging them; or (iii) request or induce any employees or contractors of Associates to terminate, reduce or alter their relationships with Associates. (d) If a court of competent jurisdiction should hold that the Restricted Period or any other provisIOn of die toregomg restrictive covenants is unreasonable, then to the extent permitted by law, the court may prescribe a duration for the Restricted Period, and modify the parameters of the restricted conduct or such other terms so as to render the covenants of this Section 11 in compliance with the law, and the parties hereto agree to accept and be bound by such determination or determination subject to their rights of appeal. (e) Employee acknowledges that the covenants contained in this Section 11 are reasonable and necessary for the protection of the legitimate business interests of Associates. Employee acknowledges that he freely enters into these covenants, and expressly agrees, that the duration, geographic limitations and description of the limited conduct as set forth in this Section 11 are reasonable. (f) Employee acknowledges and agrees that any violation of the covenants of this Section would cause substantial, irreparable damage to Associated, and that it is impossible to measure in money the damages that would be caused to Associates by such violation. Accordingly, Employee acknowledges and agrees that in the event that Employee violates any of the covenants of this Section, Associates will be entitled to obtain injunctive relief to enforce said covenants and to prohibit Employee from continuing any violation of the same, and Associates will be entitled to bring actions to obtain such relief without posting any cas~ bond or other surety. Associates also will be entitled to payment by Employee of any and all attorneys' fees and other legal expenses, including court costs, arising from any action Associates pursues to enforce the covenant of this Section. Nothing herein stated shall be construed as prohibiting Associates from pursuing any other remedy or remedies available for such breach or threatened breac~ including recovery of damages from Employee. 12. No Assignments. This Agreement is personal to each of the parties hereto, and neither party may assign nor delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party, except that Associates may assign the Agreement in whole or in part to another professional corporation owned in whole or in part by the shareholders of Associates. 13. Applicable Law. This Agreement shall be governed in all respects by the laws of the State of Pennsylvania. Section headings used herein are included solely for convenience and shall not affect the interpretation of this Agreement. 14. Entire Agreement. This Agreement supersedes all other employment agreements between the parties and is the entire agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a writing signed by both parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and date first above written. Date B-.2s- 01 Fox Chase Radiology Medical Center Associates, P.C. Date r( l&lO-;J CA:> Exhibit "A" FriDfze Benefits 1. Health Insurance Associates orovide Personal Choice or eouivalent health insurance coveraQe for Emolovee and his family members includinQ Malor Medical coverafile. Associates also orovide a MedicallDental reimbursement vlan as described in oaragraoh #4 below. 2. Disabilitv Insurance. Emolovee shall receive both individual and 2TOUO disabilitv insurance coy"'We The indiYi~1 oolicv comm~ces as soon as reasonably DQssible f~~ tb.~~'; day of employment while the 2TOUO DOhcv commences after one year of empl T amount of the disabilitv insurance benefit is a oercentage ofEmolovee's salarv ~~l~ding Emolovee's retirement olan contribution. The disability is defined as a Radiolo . t 3. Workmen's Compensation. Emplovee shall receive Workmen's Comoensation insurance covera~e. 4. Reimbursement ofExoenses. Emolovee may reauest that $20.000 offix~e~l:7 ~ us~ to reimburse Emolovee from the corooration for valid reimbursable business e ns s. thi is chosen.. salary will be adiusted accordinQly. 5. Pension Plan. A 40 1 K1Profit SharinQ olan is available for Emolovee's o~ic:at;~~~ I~ the event Associates matches oarticioants' contributions. Associates shall matcht e on . ti ns of all ohvsicians emoloved bv Associates on a full-time basis. including Employee. at the same rate. fEND OF EXHlRIT A 1 / / I' I LIMITED PARTNERSHIP AGREEMENT OF LEBANON DIAGNOSTIC IMAGING, L.P. THIS LIMITEDPAR1NERSHIP AGREEMENT (this "Aueement") has been executed , and made effective this i 51- day of Oc./~, ' 2004 (the "EjJectiv~ Date") by and among Tri-State G.P., LLC, a Delaware limited liability company, as the general partner (hereinafter referred to as the "General Partner") and George J. Broder, M.D., Michael R Clair, M.D., William H. Hartz, M.D., Philip J. Moldofsky, M.D., Jay S. Rosenblum, M.D., Kenneth E. Brumberger; M.D., Michael Carr, Judith Wolf stein, M.D., Ernest Campanovo, M.D. and Chris Ladd, M.D. as the limited parfuers (hereinafter collectively referred to as the "Limited Partners") (the General Partner and the Liinited Partners are somet4nes hereinafter referred to collectively as the "Partners If). WITNESSETH: 1.. Formation of Limited Partnership. (a) 1p.e'parties hereto hereby form a limited partnership (heremafter referred to as the "Partnershiv"), pursuant to the Pennsylvania Revised Uniform Limited Partnership Act (the "Act"), and agree to execute all instruments and documents in addition to tliis Agreement which may be necessary to comply with ~e requirements of the Act. (b) Upon the admission of a person, corporation or partnership as a Partner or substitute Partner, such person, corporation or partnership shall be regiStered On the records of the Partnership as a Limited Partner or a General Partner, as the case may be, .together with his or its address, his'or its Percentage Interest (as defined in Subsection 7(a)(ii)) and his or its, or his or its transferor's, aggregate contributions to capital of the Partnership. Each person, corporation or partnership registered as a holder of record of a Percentage Interest in the Partnership shall continue to be the holder of record of such Percentage Interest until notification of the transfer of such Percentage Interest is given in accordance with the terms of this Agreement; provided that such transfer is in accordance with the terms and conditions of this Agreement. A holder of record shall be entitled to all distributions and all allocations of P~ership profits and losses with respect to the Percentage Interest registered in his or its name and to all other rIghts of a Limited Partner or General Partner, as the case may be, until his or its rights in such Percentage Interest.have been transferred in accordance with this Agreement and the General Partner notified as required herein. . The Partnership-shall not be affected by any notice or knowledge of transfer of any interest in any Percentage Interest, except as expressly provided in Sections 14, 16 or 17 hereof The payment to the holder of record of any EXHIBIT I 13. ,- distri'Qution with respect to such Percentage Interest shall discharge the Partnership's obligations in respect thereto. 2. Name and Address. The name of the Partnership shall be Lebanon Diagnostic . Imaging, L.P., and its'principal office (the "PriIicipaJ Office") shall be at 820 Fox Chase Road, Rockledge, PennSylvania 19046 or such other place as the General Pm:tner may designate upon ten (10) days' written no~ce to the Limited Partners. 3. ~se. (a) The PurpOSe of this Partnership is to (i) carry on the business of owning and operating a facility which performs a range of diagnostic imaging services,.(ii) enter into certain professional, management and administnitive service contracts, (iii) lease a building and equipment and otherwise invest the Partnership's resources in order to provide such.services (the building lease and equipment and any other investnient are hereinafter collectively referred to as the "Partnershio Prooertv"), and (iv) engage in any related or unrelated business activities permitted by law. ' (b.) The Partnership shall be authorized to do whatever is required to carry on , the business of the Partnership and attain its objectives. 4. Term. lbis Partnership shall commence as of the date hereof and shall continue for a period of thirty (30) years unless sooner terminated pursuant to the provisions hereof 5. Radioloev Fee. The Partners agree that a radiology fee equal to 15% of the Collected Revenues (as hereinafter defined}shall be payable'to Fox Chase Medical Center Radiology Associates, P ;C., a Pennsylvania professional corporation ("Radiolo2V PC"), in exchange for the provision by Radiology PC of radiology services to the Partnership in accordance with the existing' agreement, the payment of which fee and the provision of which . services will be:memoriaIized in a written professional services/radiology agreement (the "Professional SerViceslRadiolo2V Aereement"). "Collected RevenueS" shall mean all receipts from operations and :use of assets received by the Paitnership and all other income receipts, or gain receive~ by the Partnership in the coUrse of the conduct of its business. The P~ers hereby acknowledge and agree that (i) the Professional ServiceslRadiology Agreement shall provide that . the Board of Directors of Radiology PC shall determine in its sole discretion'which radiologist physicians will perform the radiology services; and (ii) their status as Partners dOes not confer . upon them, or otherwise guarantee them, the right to provide or perform the radiology services for or to the Partnership or receive radiology fees for such services. Notwithstanding the foregoing, the radiologist physicians designated by the Board of Directors may, but need not CO be a Limited Partner of the Partnership; (ii) be an officer, director, member, manager or . employee of Radiology PC; or (iii) have any other pre-existing relationship with Radiology PC or the Partnership. . 6. Capital Contributions. (a) An individual Capital Account (as defined in Subsection 6(e) below) shall be maintained for each Partner, to which Capital Contributions (as hereinafter defined) and profits shall be credited, and to which withdraWals, distributions and losses shall be 2 debited. In all events, ,Capital Accounts shall be determined and maintained in accordance with the provisions ofTreas. Reg. ~1.704-1(b)(2)(iv). "Cavita] Contribution" means the total amount of cash and the fair market value of any other assets contributed to the Partnership by a Partner, including those contributions pursuant to Subsections 6( d) and (t) below. . (b) [Reserved]. (c) [Reserved]. (d) Additional Capital Contributions. (i) To the extent the Partnership requires fiu;1ds in excess of such funds as the Partnership may borrow from banks or other financial institutions, the General Partner and the Limited Partners shall be obligated to provide all such additional sums pro rata in accordance with their respectiv~ Percentage Interests (the "Additional Capital Contributions"), provided that the total amount of Additional Capital ContributionS any Partner will'be required to make in the aggregate under this subsection (d) of this ~ection 6 over the entire term of the _ Partnership shall not exceed $50,000. The determination of whether Additional Capital Contributioils are required for the Qusiness of the Partnership, the amount thereof, and whether such sums shall be borrowed, contributed in cash to the Partnership, or in the fOrin of a guaranty (as set forth below in this Section6( d)(i) (all subject to the $50,000 limitation), shall be !Dade by the General Partner. The General Partner shall determine the time and rilanner of payment of such Additional Capital Contributions. Any such Additional Capital.Contributions made in the form ofloans shall be on terms reasonably relat~d to the then prevailirig termsimd conditions in the g~nera1 business and financial area of the Partnership PropertY. If the General Partner determines that additional capital is needed and that funds therefor can be borrowed, with personal guarantees of the Partners, the Partners agree to cooperate and provide such personal guarantees~ Any such Additional Capital Contributions, whether in the form of a contribution, loan or guarairtee, shall be deemed to constitute additional Capi~al Contribu~ons. (ii) In the event that a Partner fails to contribute all or any portion of such Partner's share of any Additional Capital Contribution required under Section 6( d)(i) above (a "Defaultin2' Partner" and a "Defaulted Additional Cavital Contribution", respectively), (A) the non-defaulting Partners shall have the option, pro rata at their election, to contribute, in the applicable form, his pro- . rata share (based on the respective Percentage Interests of all of the non- defaulting Partners) of the Defaulted Additional Capital Contribution to the Partnership; and (3) the Percentage Interests of all of the Partners will be rec81culated pro rata to (x) reflect a reduction in the Percentage Interest held by the Defaulting Limited Partner as determined in accordance with Section 6( d)(ii) (A) below; and (y) an increase in the Percentage Interests held by the non- defaulting Partners as determined in accordance with Section 6(d)(ii)(B) or (C) below, as-applicable. Notwithstanding anything to the contrary contained herein, 3 . nothing shall prevent the partners from agreeing to non-pro rata contributions of the Additional. Capital Contributions, how the Partners will cover any Defaulted Additional Capital Contributions (as determined by the. non-defaulting Partners), or how the Diluted Percentage Interest (as defined in Section 6(d)(ii)(A) below) will be apportioned among the non-defaultj,ng Partners, even 11 mconslstent WIth the provisions set forth In this Section 6( d). (A) The Defaulting Partner's.Percentage Interest will be reduced by subtracting from such Partner's Percentage Interest the pro~uct of (I) such Defaulting Partner's Percentage Interest; multiplied by (IT) the amount of the Defaulted Additional Capital Contribution; divided by (llI) the sum of the then .current balance of such Defaulting ~artner's Capital . Account plus the amount of the Defaulted Additional Capital Contribution (Section 6( d)(ii)(A)(I) - (ill) to be referred to as.the "Diluted Percenta2e Interest"). (B) In the event that none of the non-defaulting PartnerS elects to contribute i1$ pro~rata share of the Defaulted Additional Capital Contribution, or every non-defaulting Partner elects to contribute its pro- rata share of the Defaulted A9ditional Capital Contribution; then each such non-defaulting Partner's Percentage Interest will be increased by each Partner's pro-rata share (based on respective Percentage Interest) of the Diluted Percentage Interest. . (C) In the event that one or more, but less than all, of the non~ . defaulting Partners elects to contribute its pro-rata share of the Defaulted Additional Capital Contribution, then each non-defaulting Partner's Percentage Interest Will be increased by adding to such Partner's Percentage Interest the product of (I) the Diluted Percentage Interest; multiplied by (IT) the total amount of Additional Capital Contributions made by such Partner (relating to the specific request by the Partnership pursuant to which there was a Defaulted Additional Capital Contribution), including the' amount contributed by such Partner to cover his pro rata share of the Defaulted Additional Capital Contribution, if any; divided by (III) the total amount of Additional Capital Contributions made by all of the Partners (relating to the specific request by the Partnership pursuant to which there was a Defaulted Additional Capital Contribution), including .the amounts contributed by the Partners to cover their pro rata share of the Defaulted Additional Capital Contribution. (e) "Caoital Account" means, as to any Partner, the Capital Contributions actually made by such Partner, plus the sum of (i) all profits allocated to such Partner, and (ii) any Partnership liabilities assumed by such Partner (or which are secured by Partnership property distributed to such Partner), and minus the sum of (i) all losses allocated to such Partner, and (ii) the amount o~ money .and the fair market value of all Partnership property distributed to such Partner. It is intended that the Capital Accounts of all Partners shall be maintained in compliance with the provisions ofTreas. Reg. ~ 4 1.704-1 (b) and aU provisions of this Agreement relating to the maintenance of Capital Accounts shall be" interpreted and applied in a manner consistent .with such regUlations. (f) In addition to any Capital Contribution made pursuant to Section 6( d) " herein, in the event that, and only in the event that, the Partnership defaults with respect to, and is .unable to repay to the Lender (as such term is defined in Section 6(g) below) in full, the first $1,500,000 of payments due from the Partnership after the Effective Date (the "Post Execution Initial Pavinents" and the portion of such Post Execution Initial Eayments...w.hich.1he_Eartnership..defaults-On_or--is::.unable..to..r.epay,. the~efau1ted-InitiaI_"._ Payment Amount") under the Fipancing (as such terni is defined in Section 6(g) below), each of the Limited Partners shall be obligated and personally liable to m.ake additional Capital Contributions to the capital of the Partnership in. the amount of such Limited Partner's pro-rata share, as determined by the Partner's Percentage Interest in the Partnership, of t4e Defaulted Initial Payment Amount. Any and all payments made by the Partnership or the Partners to the Lender, which are allocated to, and in satisfaction of, the Post Execution IIiitial Payments in ac.cordance with the terms of the Financing, shall reduce, on a~doUar-for-dollar baSis, each Limited Partner's liability and obligations under this Section 6(f) on a pro-rata basis, as determined by .each L~ted Partner's Percentage Interest in the Partnership. Upon the satisfaction and repayment in full to the Lender ofth~ Post Execution Initial Payments, the Limited Partners' liability and . obligations under this Section 6(f) shall cease to exist and be null and void., A Limited Partner's obligation under this Section 6(f) shall be several and not joint. In the event any Limited Partner is required to make any payments pursuant to this Section 6(f), whether to the P...artnersbip or the Lender, the Limited Partner shall have no right to recover such payments from any person, including the General Partner or the Partnership. Each """ Limited Partner acknowledges that, notwithstanding the Limited Partner's obligation under this Section 6(f), the Partnership is not being .released from its obligations as to liability respecting the Financing and that certain Partnership assets are' pledged to secure the payment of all amounts due thereunder. Further, the Lender, with respect to a liability to which this Section 6(f) applies, may enforce itS rights against ~y and all of the Limlted Partners directly, without any prerequisite to proceed against the Partnership . or the General Partner. . (g) The Partners acknow:l~dge that the Partnership has entered into a certain Master Equipment Lease by and between the Partnership ahd Citibank Vendor Finance (the "Lender") pursuant to which the Partnership is'obligated to make monthly lease . payments to satis1y. :finmicingobligations in connection with the purchase of equipment . and working capital for the Partnership. The Post Execution Initial Payments as referred to in Section 6(f) above shall relate to the lease payments made after the Effective Date' until reduced to zero in accordance with Section 6(f) above (the "Financing"). 7. Taxes (a) Allocation of Profits and Losses. ,After giving effect to the special allocations set forth in Sections 7(b) and 7(e) herein, all Profits and Losses of the . Partnership shall be allocated in accordance with the provisions set forth in this Section 7(a). . 5 (i) "Ordinary Net Profits" or "Ordinary Net Losses" means the profits or losses,respectively, from.the operations of the Partnership. Gain or loss, and itemS thereof, which are included in the determination of Special Net Profits OLSpeciaLN.etLosses (as such terms are defined below in Section 7(a)(iii)) shall be excluded from the computation of Ordinary Net Profits and Ordinary Net Losses. (ii) Ordinary Net Profits and Ordinary Net Losses shall be allocated to the Partners in proportion to their respective percentage interests in the Partnership set forth next to each' of their names on Exhibit 1, as such interests may change pursuant to the terms of this Agreement from time to time (the "Percenta~e Interests"). . (iji) "Special Net Profits" or "Special Net Losses" means the gains or losses, respectively, from the sale, condemnation, involuntary conversion, or other disposition of any Partnership Property (other than incidental sales in the ~rdinary course of business, such 8;S miscellaneous equipment, fixtures, etc.), including all costs and expenses of the Partnership incurred in connection with such gains or losses. (iv) Special Net Profits of the Partnership shall be allocated to the Partners on the day the:first Special Cash Flow (as defined in Section 8(c)), if any, attributable to the event giving rise to such Special Net Profits will be distributed (and immediately prior to such distribution) or on the last day of the fiscal year in which such event occurred if no such Special Cash Flow is distributed during . such fiscal year, in'the followfugprder of priority: (A) To each Partner whose Capital Account (determined before reduction of Capital Accounts to reflect the distribution of Special Cash Flow, if any, attributable to the event giving rise to suchSpecial Net Profits) is negative, ii1 proportion to such negative Capital Accounts, until each such Partner's Capital Account is egual to zero. > . (B) To each Partner whose Capital Account (determined after the allocation in Section 7 (d)(i) but before reduction of Capital Accounts to reflect the distribution of Special C.~h Flow, if any, attributable to the event giving rise to such Special Net Profits) is less than his Unrecovered Capital Contribution, in proportion to such differences until each such Partner's Capital Account is equal to his Unrecov,ered Capital Contribution. "Unrecovered Capital Contribution" means the Capital Contributions previously made by a Partner, less any previous distributions of Special Cash Flow to the Partner pursuant to Sections 8(d)(ii), 8( d)(iii) and 8( d)(iv), but no Unrecovered Capital Contribution shall be reduced below zero. (C) The remainder, if any, shall be allocated to the Partners in . proportion to their respective Percentage Interests. 6 ... ( ,(v) Special Net Losses of the Partnership shall be. allocated eiItirelyto those Partners with positive Capital. Accounts, in proportion to such positive. Capital Ac~ounts, until the Capital Account of each such ,Partner is reduced to zero. Any balance of Special Net Losses shall be allocated to the Partners in proportion to their respective Percentage Interests. . (vi) The Losses allocated pursuant to Sections 7(a)(ii) and 7(a)(v) . herein shall not exceed the maximum amount of Losses that can be so allocated Without causing any Liinited Partner to have an Adjusted Capital Account Deficit at the end of any fiscal year. In the event that some but not all of the Limited Partners would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 7(a)(ii) or 7(a)(v), the liinitationset forth in this Section 7(a)(vi) shall be applied on a Limited Partner to Liinited Partner basis so as to allocate the maximum permissible Losses to each Limited Partner under Treas. Reg. ~ ~ 1.704-I(b)(2)(ii)(d). All Losses in excesS of the limitations set forth in this Section 7(a)(vi) shall'be allocated to the General Partner. (vii) For purpos~s of this Agreement, "Adiusted CannaI Account. Deficit" shall mean with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments: (i) credit to such Capital Account any amounts which such Partner is obligated to restore or is deemed to be obligated to restore pursuant to Treas. Reg. ~ ~ 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) debit to such Capital Account the items described in Sections 1.704- I (b )(2)(ii)( d)( 4), 1.704- I (b )(2)(ii)( d)( 5) and 1.704- I (b )(2)(ii)( d)( 6) of the Regulations. The foregoing definition 'of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1 (b )(2)(ii)( d) of the' Regulations and shall be interpreted consistently therewith. ' (b) Special Allocations. The following special allocations shall be made in the following order: . (i) Minimum Gqin Chargeback.Notwithstanding any other provision of this Section 7, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in accordance with Treas. Reg. ~ I. 704-2 (f). Allocations pursuant to the previous sentence shall be made in proportion to the. respective amounts required to be allocated to each Partner pursuant thereto. This Section 7(b)(i) is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. (ii) Partner Minimum Gain Chargeback. Notwithstanding any other provision of this Section 7 except Section 7 (b )(i), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributabkto a P8rtner Nonrecourse Debt during any Partnership fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner 7 c.. . Nonrecourse Debt, determined it1 accordance with Treas. Reg. S 1.704.;2(i)(5), shall be specially allocated items of Partnership ,income an~ gain for such year (and, ifnecessary,subseque~t years) in ~ccordance .with Treas. Reg.~ 1.704- . 2(i)( 4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocat~d to each Partner pursuant. thereto. The items to be so allocated shall be determined in accordance with Treas. Reg. SS 1.704-2(i)(4) and 1.704-2(j)(2). This Section 7(b)(ii) is intended' to comply with the minimum gain chargeback requirement in Treas. Reg. ~ 1.704- 2(i)(4) and shall be interpreted consistently therewith. ' (iii) Qualified Income Offtet. In the event any Partner-who is not obligated (or treated as obligated) to restore a deficit balance in its Capital Account unexpectedly receives any adjustments, allocations, or distributions described in Treas. Reg. S I.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1 (b )(2)(ii)( d)( 6), items of Partnership in<;,ome and gain shall be specially allocated to each such Partner-in an amount and manner sufficient to eliminate, to the extent.required by the Regulations, the Adjusted Capital Acc9unt Deficit of such Partner as quickly as possible, provided that. an allocatiCln pursuant to this Section 7(b)(iii) shall be made if and only to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 7 have been tentatively made as if this Section 7(b)(iii) were not in the Agreement. (iv) Gross Income Allocation. In the event any Partner has a deficit Capital ~ccount at the end of any Partner~hip fiscal year that is in excess of the sum of (i) .the amount sucl? Partner is obligated to restore, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to Treas. Reg. S S 1.704- 2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickIy as possible, provided that an allocation pursuant to this Section 7(b)(iv) shall be made if and . only to the extent that such Partner would have a deficit Capital Account balance in excess of such sum after all other allOcatiOlls provided for in this Section 7 have been tentatively made as if Section 7(b)(iii) hereof and this Section 7(b)(iv) were not in the Agreement. (v) Nonrecourse Deductions. Nonrecourse Deductions for any taxable. year or other period shall be allocated among the Partners in proportion to their respective Percentage Interests. ' (vi) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treas. Reg. S 1.704-2(i). (vii) Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or 8 Code Secti01i743(b) is requited, pursuant to Treas. Reg. ~ 1.704- 1 (b)(2)(iv)(m)(2)or ~ 1.704-1 (b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result. of a distribution'to a partner in complete liquidation of his interest in the Partnership, the anlount of such ~djustment to the Capital Accounts shall be treated as aD item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such ' gain or loss shall be specially allocated to the P<lrtners in accordance with their interests in the Partnership in the. event that Treas. Reg. g 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partners to whom such distribution was made in the event that Treas. Reg.. g-1.704-1(b)(2)(iv)(m)(4) applies. (viii) Allocations Relating to Taxable Iss!Jance of Partnership Interests. Any income, gain, loss or deduction realized as a direct or indirect result of the . , issuance of an interest by the Partnership to a Partner (the "Issuance Items") shall ~ allocated among the Partners so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to each Partner shall be equal to the- net amount that would have been allocateq to each such Partner if the Issuance Items had not been realized. - (c) - Cmative Allocations. The allocations set forth in Sections 7(a)(vi) and 7(b)herein (the "Resru.latorv Allocations") are intended to comply with certain- . requirements ofTreas. Reg. ~ 1.704-1(b). It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory . Allocations or with special allocations. with other items of Partnership income, gain, loss, or deduction pursuant to thi~ Section 7(t). Therefore, notwithstanding any other provisions of this. Section 7 (other than the Regi.I.latory Allocations), the General Partner shall'make such offsetting special allocations of Partnership income, gain, loss or _ deductio~ in whatever manner. it deternrines appropriate so that, after such offsetting allocations are made, each Partner's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocation were not part of the Agreement and all Partnership items were allocated . pursuant to Sections 7(a)(il), 7(a)(iv)7 7(a)(v), and 7(b)(viii). In exercising its discretion ~der this Section 7( c)~ the General Partner shall take into account future Regulatory Allocations under Section 7(b)(i) and 7(b)(ii) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 7(b )(v) and 7(b )(vi). (d) Tax Allocations: Code Section 704(c). (i) In accordance with Code Section 704( c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value. (ii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to clause (B) of the defInition of Gross Asset Value, subsequent 9 allocations of income, gain, loss, ~d deduction with respect to such asset shall take ~ccount of anyvariation between the adjuSted basis of such asset for federal income ta~ plUJ'Oses and its Gross Asset Value in the same manner as under Code, Section 704( c) and the Regulations thereunder. - (iii) Any e1ectionsor other decisions relatin~ to allocations pursuant to this Section 7(d) shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. 'Allocations pursuant to this Section 7( d) are solely for puzposes of Federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. (iv) For purposes of this Agreement, "Gross Asset Valoe" with respect 'to any asset shall mean the asset's adjusted basis for FederaIincome tax purposes, except as follows: (A) The initial Gross Asset Value of any asset contributed by a Partner to the Paitnership shall be the gross fair market value of such . aSset, as determined by the contributing Partner and the Partnership; (B) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined ' by the General Partner, as of the following times: . . (1) . The acquisition of an ~dditiona1 interest-in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (2) The distribution by the Partnership to a Partner of more than a de minimis amoUnt of Partnership property other than money, as consideration for an interest in the ~artnei-ship; (3) The liquidation of the Partnership for Federal income tax purposes within the meaning of Treas. Reg. ,~ 1.704- ,1 (b )(2)(ii)(g); provided, however, that the adjustments pursuant to clauses (l)and (2) above shall'be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partnership in the Partnership; (C) The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution; (D) The Gross Asset Values of Partner assets shall be increased (or decreased) to"reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only 10 " 1- -- ,. .~~'~ to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to treas. Reg. S 1.704-1 (b )(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this clause (D) to the extent the General Partner determines that an adjustment pursuant to clause (B) hereof is necessary or appropriate ill connectIo~ with-a transaction that would ~therwise result in an adjustment pursuant to this clause (D); and (E) If the Gross Asset Value of an asset has been determined pursuant to clauses (A), (B), or (D) hereof, such Gross Asset Value shilll thereafter be adjusted by the Depret;:iation taken into account with respect to such asset for pmposes of computing Profits and Losses. ( e) Miscellaneous. (i) . For purposes of determining the Profits, Losses or any other items .allocable to any period, Profits, Losses, an9 any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method wider Code Section 706 and the Regulations promulgated thereunder. .\ '. (ii) Except as otherwise provided 'in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners ill the same proportions as they share Ordinary Net Profits or Ordinary Net Losses, as the case may be, for the year. '(ill) . For the purpose of determining each Partner's share of excess nonrecourse liabilities pursuant to Tre~. Reg. S 1.752-3(a)(3), and solely for such purpose, each Partner's interest in Partnership Profits is hereby specified to be such Partner's Percentage Interest. (f) Tax Returns and Tax Information. The General Partner ,shall cause to be prepared and filed all necessary federal and state income tax returns for the Partnership, including making the elections described in Section 7(g) herein. Each Partner shall furnish to the General Partner all pertinent information in its possession relating to, Partnership operations that is necessary to enable the PartnerShip's income tax returns to be, prepared and filed. Necessary tax information shall be delivered to each Partner as soon as practicable after the end of each fiscal.year of the Partnership, but no later than three (3) months after the end of the each fiscal year. . , (g) Tax Elections. To the extent permitted by applicable tax law, the Partnership shall make the following elections on the appropriate tax returns: year; (i) The election to adopt the calendar year as the Partnership's fiscal 11 Cii) If a transfer ofa Partnership Interest as described in Section 743 of the Code occurs, on written request of any transferee Partner, or if a distributiori of Partnership property is made on which gain described in Section 734(b) (1) CA) of the Code is recognized or there is an excess of adjusted basis as described in Section 734(b) (1) (B) oTIlie Code, the election, pursuant to Section '754 of the Code, to adjust the basis of Partnership properties; and Ciii) Any other election the General Partner may deem appropriate and in the best interests of the Partners. Neither the Partnership nor any Partner may make an election for the Partnership to be excluded from the application of the' provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law, and no provision of this. Agreement ~hall be construed to 'Sanction or approve such an election. (h) Tax Matters Partner. The General Partner shall be the "tax matterS partner" of the Partnership Pursuant to Section623ICa)(7) of the Code. 8. Distribution of Cash Flow. (a) "Ordinary Net Cash Flow" means the cash funds derived from the operations of the Partnership available to the Partnership at the close of the Parlne!Ship's fiscal year, other than Special Cash Flow, less (i) such cash funds used to pay current operating expenses, inc1udiilg fees, and used to payor establish reasOnable reserves for future expenses, fees, commissions, debt payments, new investments, additional contributions to existing investments, capital improvements, replacement or repairs, plus (ii) any reduction in such reserves, as the General Partner shall determine. (b) Ordinary Net Cash Flow shall be distributed to the Partners in proportion to their respective Percentage Interests, as soon as possible after the close of the Partnership's fiscal year~ or at such other times as the General- Partner shall determine in its sole discretion. ,- . (c) "Special Cash Flow" means: C') I} all funds received by the Partnership from Special Net Profits; and (ii) the proceedsofloans except to the. extent such funds are used or ' are to be used to payoff existing loans or liens of the Partnership, less (iii) funds expended or to be expended for addi1;ions to or repair or restoration of the Partnership Property, any costs ~d expenses incurred in collection with the receipt of such funds, and such amounts as the General Partner determines to be necessary and reasonable reserves for future needs of the Partnership. 12 (d) Special Cash Flow shall be distributed, iri the sole discretion ofiQe General Partner as follows, in the following order of priority to the extent of the availability of Special Cash Flow: (i) -- To the Partners, ratably (based on loans by siliiliYartners to the Partnership), until alllo~ from the Partners to the Partnership have, been repaid" (ii) ro each Partner with a positive Capital Account, in proportion to the positive Capital Accounts of the Panners, until each such Partner's Capital Account is reduced to zero. For purposes of this Section 8(d)(ii), a Partner's Capital Account shall be determined after adjustment for any Special Net Profits or Special Net Losses realized by the Partnership and allocated to the Partner as a result of the event which results in the receipt of Special Cash Flow by the Partnership. (iii) To each Partner with all Unrecovered Capital Contribution, in proportion to the Unrecovered Capital Contributions of the Partners, illltil each such Partner's Unrecovered Capital Contribution is reduced to zero. For purposes of this Section 8( d)(iii), a Partner's Unrecovered Capital Contribution shall be' determined a:fter taking into consideration any immediately preceding distribution of Special Cash Flow to such Partner under Section 8( d)(ii). (iv) The remainder, if any, shall be distributed among the Partners in proportion to their respective Percentage Interests. 9. Bank Accounts. (a) All funds of the Partnership shall be deposited in such bank or banks as may from time to time may be selected by the General Partner, in such account or accounts, and under such designations, as the General Partner may-determine in accor~cewith sound accounting and banking practices. ' (b) Checks, drafts or other withdrawal orders for the payment of money out of the. Partnership bank accounts shall be signed by the General Partner or its agent, and any bank in which such an account is maintained is hereby authorized to honor instruments signed in accordance with this Section 9(b), regardless of the payee named in such check, draft or withdrawal order. . 10. Books and Records. The Partnership shall maintain full and accurate books at its Principal Office, or such other place as shall be designated for such purposes by the General Partner, and all Partners shall have the right to inspect and examine such books at reasonable times. The books shall be closed and balanced at the end of each fiscal year of the Partnership. The General Partner agrees to deliver to the Limited Partners, after the expiration of each fiscal year of the Partnership, a balance sheet and profit and loss statement, together with a statement showing the Capital Accounts of each Partner, the distributions to each Partner, and the amount thereof reportable for fede~ tax pwposes and for any state or local tax purposes. j 13 I ! 11. Man&!:ement. Rights. Duties and Obligations of Partners. (a) Manaszement. The Partners shall appoint Tri-State Imaging Consultants, LLC ("Tri-State Imaging") to manage the Partnership business and Tri-State ltn~oing shall de vote :su\,;h Lime to the Partnership as sbaU be necessary to conduct the Partnership b~iness in an efficient manner. The Partnership shall enter into a written management agreement with Tri-State Imaging setting forth the terms and conditions governing the management relationship, includirig such applicable provisions set forth herein. The Partners agree that a management fee equal to 6% of the gross revenues of the PartnerShip shall.be payable to Tri-State Im~aing in exchange for the provision by Tri- State Imaging of management services to the Partnership, the payment of which fee will be memorialized in such written management agreement. Tri-State Imaging shall have full charge of the mariagement, conduct and operation of the Partnership business in all respects and in all matters, and in its absolute. discretion shall have the power on behalf of the Partnership to do all of the following without limitation thereto, upon suchienns as Tri-State Im::lging in its absolute discretion may deem p~oper, provided the same are for the benefit of the Partnership: (i) Subject to the limitations set forth in Section 11(e), deal in any Partnership assets, whether real estate or personalty, including, without limitation, the power to sell, assign, exchange or convey title to, and grant options for the sale of all or any portion of the Partnership Property, including any mortgage or leasehold interest or other realty or personalty which may be. acquired by the Partnership; lease, or sublease, as the case may be, all or any portion of the Partnership Property without limit as to the term thereof, ~ether or not such term (fucluding renewals and extensions thereof) extends beyond the date of the termination of the Partnership; bOrrow money arid as security therefore encumber all or any part ofthe .Partnership Property (and in connection therewith to authorize the holder of the note or bond evidencing such.debt or 1)le mortgage securing the same to confessjudgmen~ for damages and/or possession in the 'event of default thereunder); obtain refinancing of any mortgage or mortgages or any " '. deed of trust or deeds of trust placed on the Partnership Property, or repay them in whole or in part; increase, modify, consolidate' or extend any mortgage or mortgages or deed of trust or deeds of 1n!st on the Partnership Property; and invest any swplUs or reserve funds of the Partnership; (ii) Employ from time to time persons, finns, or corporations for the operation and management of the Partnership Propertj, including, without limitation, rental agents, accountants, medical directors and attorneys on such terms and for such compensation as Tri-State Imaging shall determine, notwithstanding that Tri-State Imagmg, or its members or corporations or other entities in which they have an interest, may have a financial interest in such firms, COrporations or entities; . (ill) Execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including, without limitation, deeds, assignments, mortgages, bills of sale, leases and other contracts; 14 (iv) Possess, without limitation, all of the powers and rights ofa manager in a partnership formed under the Act; ), (v) Make or decline to make the election under Section 754 of the Internal Revenue Code of lY~6, as amended, onlJeliaIfOftlie Partnership. Neither the Partnership nor Tri-State Imaging shall be held responsible or liable "for the failure to make such elections if Tri-State Imaging is not given notice of " the event giving rise to an adjustment for which such election is needed within thirty (30) days after the close of the fiscal year within which the event occurs. All other tax elections on: behalf of the Partnership may be made or rescinded in the discreti'on ofTri-State Imaging. (b) Exculpations. Tri-S~te Imaging shall in no event be liable to the Partners for any act or omission performed or omitted by it in pursuance of the authority granted to it by this Agreement, except in case of fraud, intentional misconduct, or gross negligence. The Partnership shall indemnify,_~efend and h9ld Tri-State Imaging harmless from and against any claims, demands, liabilities, losses, damages, expenses (including, without limitation, court costs and attorney's fees), judgments and amounts " paid in settlement, incurred by it in connection with the business of the Partnership, provided that the acts o~ omissions from which the liability arose were performed or . committed in the good faith belief that Tri-State Imaging was acting within the scope of its authority and that it was not committing fraud and was not grossly negligent or guilty of intentional misconduct. Neither the Partnership nor any Partner shall have any claim against Tri-State IinagiD.g by reason of any act or omission ofTri-State'Imaging, or by reason of disallowance by any taxing authority of any deduction taken on any Partnership taX return, provided that such act or omission of Tri-State Imaging was performed in the good faith belief that it was actIDg within the scope of its authority and that it was not ,committing fraud and" was not grossly negligent or guilty of intentional misconduct. Tri- State Imaging shall not be liable for omitting to do any act which Tri-State Imaging was not specifically reqUired to do under this Agreement, and shall have no obligation or liabilities, express or implied, to the Partnership or the other Partners, except as specifically set forth in this Agreement. ( c) The Partners. Except as set forth in Section I 1 (e) hereof, the Partners shall take no part in, or interfere in any manner with the management, conduct or control of the Partnership business or the sale, leasing or refinancing of itS assets and shall have no right or authority to act for or bind the Partnership. "No Partner, ill his or Its capacity as such, shall be liable for the debts, liabilities, contractS or any other obligations of the "Partnership, other than pursuant to personal guarantees or similar obligations entered into by such Partner. Except as expressly provided in Sections 6(d) and.6(f), no Partner shall "be obligated tomake contributions to the capital of the Partnership or other payments to the Partnership or Tri-State Imaging; provided, however, that if the distribution of caSh or other assets by the Partnership to any Partner constitutes the return of all of the Capital Contributions of the-Partner, and such return was made in violation of this Agreement or . the Act, then such Partner will be liable to the Partnership for a period of tWo (2) years thereafter for the amount of the returned contribution.. Tri-State Imaging shall have no 15 ( obligation to amend the Certificate ofL1n:tlted Partnership, of the Partnership or any other document to reflect any returned contribution, (d) [Reserved]. (e) Actions Requiring Consent of the Partners. The consent of the Partners holding fifty-nine and four-tenths percent (59.4%) of all of the issued and outstanding Percentage Interests in the Partn~rship shall be required (i) to terminate, dissolve, or liquidate the Partnership, except as provided in Section 18 of this Agreement; (ii) to merge or co~olidate the Partnership with or into another entity; (iii) to sell all or substantially all of the Partnership Property or all or substantially all of the assets of the Partnership; or (iv) to do any act in contravention of this Agreement. 12. Covenants. (a) Nondisclosure. Each Partner recognizes and' acknowledges that such Partner will have accesS to certain Confidential Information (as hereinafter defined) of the Partnership and that such information constitutes valuable, special.and unique property of the Partnership. Each Partner agrees that such Partner will not; for any reason or Pwposewhatsoever, during or after his or its tenure as Partner, disclose .any of such Confidential Information to any party Without the express authorization of the Partnership, except as necessary in the ordinary courSe of performing such Partner's duties hereunder. No Partner shall, during or at aily time afteJ: termination ofms or its interest as a Partner, without authorization of the Partnership, make use of, for him or itself or for any person, corporation, or other entity, any Trade Secret (as' hereinafter . defined) or other Confidential Information concerning the business, clients, methods: operations, financing or services of the Partnership or its Affiliates (as hereinafter defined). "Trade Secrets" and "Confidential Information" shall ~ean information disclosed to Partners or known by such Partner as a consequence of his or its interest in the Partnership, whether or not pursuant to this Agreement and not generally known in the industry. "Affiliate" shall mean, when used with reference to a specific person or entity, (a) any person or entity, directly or indirectly controlled by or 'under common. control with another person or entity; (b) any person or entity owning or controlling five percent (5%) or more of the outstanding voting or equity interests of such other peI:Son or entity (other than a public company); ( c) any officer, director, partner, or member of such person or entity; and (d) if such other person is an officer, director, partner or member, or owner of five percent (5%) or more of the voting or equity interest of an entity (other thana public company), any entity for which such person acts in such capacity. (b) Noncomoetition. Each Partner agrees that at all times during which the' Partner is a Partner, and for a period of two (2) years after such Partner ceases.to be a Partner (by virtue of the transfer of such Partner's Percentage Interest) (the "RestriCted Period"), each Partner s4all not, unless acting pursuant hereto or with the prior written conSent of all of the other Partners, directly or indirectly: (i) solicit business from or perform services (including, but not limited to, management services) Jor any person, company or other entity (other 16 than (A) an AffIliate ofthePartner~hip a1re~y in existence as of the Effective Date, or (B) in the case of each of George J. Broder, M.D., Michael R. Clair, M.D., William Hartz, M.D., Philip J. Moldqfsky, M.D., Jay S. Rosenblum, M.D., Kenneth E. Brumberger, M.D.. and Michael Carr, an Affiliate of the Partnership in which all such persons have an ownership interest or in the case--of each of Judith Wolf stein, M.D., ErnestCampanovo, M.D. and Chris Ladd, M.D., an Affiliate of the Partnership.in which all of the Limited Partners have an ownership interest (collectively, "Excevted Affiliates ")) which is or was, at any time (I) while the Partner is still a Partner, if such action is taken while the Partner is stilI a Partner, or (II) within the two (2) year period prior to the date upon which the Partner ceases to be a Partner, if such action is taken during the Restricted Period but after the Partner ceases to be a Partner (the time periods set forth in subsections (I) and (II) oftbis Section 12(b)(i), as applicable~ being referred to as the "Avplicable. Period"), a refe~ source of the Partnership or any Affiliate of the Partnership (Including the Hospitals (as hereafter defined) and Jeanes Diagnostic Imaging Center) if such business or services are of the same general character as those. engaged in or peiformed by the Partnership or its Affiliates at the time (x) such Partner takes such action, if such action is taken while the Partner is still a Partner, or (y) such Partner ceases to be a Partner'!, if such action is taken during the Restricted Period but after the Partner ceases to be a Partner (the times set forth in subsections (x) and (y) of this Section.I2(b)(i), as applicable, being referred to hereafter as the "Relevant Time"). "Hosoitals" means, collectively, Community Hospital of Lancaster, Carlisle Regional Medical Center, Roxborough Memorial Hospital or any other acute care facility to which the Partners, as applicable, in their capacities as practicing radiologists for Radiology PC, New Jersey Radiology Associates, P.C. or any other Affiliate of the Partnership, which provides services of the' same general character as such entities, provide or provided radiology services; (ii) solicit business from any person which is or was, at any time within the Applicable Period, a patient of the Partnership or any Affiliate of the Partnership if such business is of the same general character as those engaged in or performed by the Partnership or its Affiliates at the Relevant Time; " , (iii) solicit for employment or otherwise hire anyone who is or was an employee of the Partnership or ariy'ofits Affiliates at the Relevant Time; and (iv) own, manage" operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise (collectively, "Particioate", "Particioatin2:" or "ParticiDation" as the context requires) with any business or enterprise (other than Excepted Affiliates) '.engaged in any business or services of the same general character as those engaged in or performed by the Partnership or any of its Affiliates at the Relevant Time (including, without limitation, MR1 facilities or full service radiological im<le,aing facilities) within a fifteen (15) mile radius from the location of any facility of the same general character in which the Partnership or its Affiliates do 17 ( business. For purposes of clarification, notwithstanding anything to the. contrary contained in this Section' 12, Partners are not prohibited duriIig or after the Restricted Period from (I) Participating in any free-standing (i.e., notpart of any hospital) radiology ~ci1ity which conducts, offers-ocpr.OYides MRI services (an "MRI Facility") which is within 1) miles of a free-standing radiological imaeing facility, which does not conduct, offer or provideMRl serVices (a "Non-MRI Facilitv"), owned, operated or serViced by the Partnership or any of its Affiliates, provided that said MRr Facility is not within 15 miles of an MRI Facility oWned, operated or serviced by the Partnership or any of i~ Affiliates at the Relevant Time; (IT) Participating in any Non-MRI Facility which is within 15 miles of an MRl Facility owned, operated or-serviced by the Partnership or any of its Affiliates, provided that said Non-MRl Facility is not within 15 miles of a Non- MRI Facility owned operated or serviced by the Partnership or any of its Affiliates at the Relevant Time; and (Ill) performing services for any hospital that i~ not one of the Hospitals, provided that said hospital does not conduct,. offer or provide, dire~y or through independent contractors, out-patient MRl services within 15 miles of an MRI Facility owned, operated or serviced by the PartIiersbip or any of its Affiliates at the Relevant Time. . The foregoing restrictions and covenants shall apply to and bind the Partners and, to the extent applicable, each of their respective Affiliates. . ( c) Eouitab1e Relief~ Survival. (i) Each Partner acknowledges that the restrictions contained in this Section 12 are, in view of the nature of the business of the Partnership, reasonable and necessary to protect the legitimate interests of the Partp,ership and its Partners, , and that any violation of any provisions of this Section 12 will result in irreparable injury to the Partnership. . Each Partner also acknowledges that the Partnership shall be entitled to temporary and permanent injunctive relief, without the necessity 'of proving actual damages, and to an equitable accounting of all earnings, profits and other benefits arising from any such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Partnership may be entitled. In the event of any such violation, the Partnership shall be entitled to commence an action for temporary and permanent injunctive relief and other equitable relief in any court of competent jurisdiction and-each Partner further irrevocably submits to the Jurisdiction of any Pennsylvania court or Federal.court sitting in Pennsylvania over any suit, action or proceeding arising out of or relating to this Section 12. Each Partner hereby waives, to the :f\illest extent permitted by law, any objection that such Partner may now or hereafter have to such jurisdiction or to the venue of any such suit, action or proceeding brought in such a court and any claim that such suit, action or proceeding has been brought in any inconvenient forum. Effective service of process may be made upon any Partner by mail under the notice provisions contained in Section 20 hereof ' 18 '(ii) E~cept as set forth in Section 12(b), the provisions of this Section 12 shall survive the dissolution or termination of the Partnership, and all rights and remedies of the PartnersJrip hereunder shall apply to any successor or assignee of the Partner~ 13. Assiooent of General Partner's Interest. The General Partner shall not assign, pledge, encumber, sell or otherwise dispose of all or any portion of Its interest as a General Partner in the Partnership, except ~ otherwise pr<;>vided for herein. 14. Assi2I1.lllent of Limited Partner's Interest During His Lifetime. No Limited Partner shall assign, pledge, encumber~ sell or otherwise dispose of all or any portion of his interest as a Limited Partner in the Partnership during his lifetime witho,ut the written consent of the General Partner, except in accordance with the following conditions: (a) Ifupon obtaining a bona fide written offer from a prospective purchaser a Limited Partner desires to dispose of his interest in the Partnership, he must:first offer his interest to the Partnership on the same terms and conditions, in writing by notice to the General Partner, which offer shall state the name and address of the prospective purchaser and ifnot an individual or individuals, the name or names of the individuals who have an interest in the prospective purchaser, and all of the relevant terms, including the terms of payment set forth in the bona fide written offer received from the prospective purchaser. Thereupon, the General Partner shall have the right to acquire, on behalf of . the Partnership, all, out not less than all, of the interest being offered to it by accepting such offer within a periqd ofthirty (30) days from the date on which the offer is communicated to the Partnership. Such offer may be accepted only by written notice to the offering Limited Partner, postmarked not later than midnight on the thirtieth (30th) day from the date on which the offer has been commUnicated by such Limited Partner. In the event the Partnership fails or refuses to purchase the offering Limited Partner's . interest, the offering Limited Partner shall then offer his interest to the Partners on the same terms and conditions as aforesaid, in writing by notice to each of the Partners, . which notice sh411 include the terms referenced in the:first sentence of this Section 14(a). The Partners shall have the right to together acquire ail, but not less than all, of the offering Limited Partner's mterest pro rata in accordance with their respective Percent:?ge' Interests (or in any other proportion agreed to by the non-offering Partners), each by accepting such offer within a period of thirty (30) days from the date on which the offer is communicate a to each Partner. Such offer may be accepted only by written notice to the offering Limited Partner, postmarked not later than midnight on the thirtieth (30th) day from the date on which the offer has been communicated by such offering Limited Partner. In the event that the Partners fail or refuse to purchase all of the offering Limited Partner's interest in accordance with this Section 14(a), such Limited Partner shall have the right to accept the bona. fide written offer, without any modification of any of the terms thereot: of the prospective purchaser within a further period of thirty (30) days thereafter and proceed with the transfer of his interest in the Partnership; provided. however, that if such transfer is not consummated within the time periods set forth herein, the offering Limited Partner shall, be obligated to again comply with all of the terms and conditions of this Section 14(a) before he would have the right to make any such transfer. 19 ( (b) Each and every transfer of any Percentage Interest and every transferee thereof shall be subject to the terms and conditions of this Agreement, and any amendment or modification thereof, with the saIne force and effect as if the transferee had originally been ~ party to ~ Agreement with all rights and obligations of his transferor. . ( c) Before any transfer shall be valid, the transferee, if someone other than an existing Partner or the Partnership, shall deliver to the General Partner a statement acknowledging that the transferee has read the provisions of this Agreement and intends to be legally bound by all the terms and conditions of this Agieement and any amendments or modifications thereto. . , (d) Any Partner who becomes the transferee of another Partner's interest in the Partnership hereby agrees to be legally bound by all the terms and conditions of this Agreement and any amendments or modifications thereto with respect to such transferred interest as if such Partner had originally acquired such interest upon such Partner's execution hereof (e) Notwithstanding anything to the contrary'contained herein, this Section 14 shall not apply to the sale of any portion of any Limited Partner's Percentage Int~st that is required or pemutted pursuant to (i) such Limited. Partner's employment agreement . with an Affiliate Employer (as defined in Section 17(a)), or (ii) any other Written agreement to 'Yhich the Partnership and such Limited Partner isa party. 15. Spouses of Partners. Each Partner who is a natural person hereby agrees to cause his spouse, if such Partner Is currently married, and any future spouse, if such Partner is currently unmanied, to execute and deliver a certificate in the form attached hereto as Exhibit 2 pursuant to which such Partner's spouse will acknowledge the provisions of this Agreement and disclaim her interests in her spouse's Percentage Interest in the Partnership in the event of a separation, divorce or other dissolution of their marriage. 16. Bankruptcy of General Partner. In the event of the bankruptcy oithe General Partner, the interest of the General Partner in the Partnership shall pass to its successors and assigns and shall thereafter be considered the interest of a "Substitute Limited Partner" with the same rights and li~bilities and on all the same terms and conditions as the Limited Partners, except that the successor to such interest shall continue to be personally liable for the liabilities which accrued prior to the date of such banlauptcy. lmmediatelyon the occurrence of such event as to the last remaining General Partner, the Partnership shall be dissolved unless the Limited Partners holding at least fifty-nine and four-tenths percent (59.4%) of all of the issued and outstanding Percentage Interests in the Partnership elect to continue the business of the Partnership-and select, by consent of the Limited Partners holding at least fifty-nine and four- tenths percent (59.4%) of all of the issued and outstanding Percentage Interests in the Partnership, a successor General Partner on terms and conditions satisfactory to them within ninety (90) days after the death (or ietirement or bankruptcy or adjudication of insanity or incompetency, as the case may be) of the last remaining General Partner. If the Limited Partners and Substitute Limited Partners fail to select a successor General Partner, in accordance with this Section 16 and within that time, the Partnership-shall be dissolved and its affairs terminated as 20 . promptly as possible by the personal represetitative or executor of the last remaining General Partner. For the purposes of this Paragraph, "bankruptcy" as to the General Partner shall mean: (a) its filing a petition in bankruptcy or for reorganizaqon under the_ baukruph;y laws or an admissIon, answer, or other responsive pleading consenting to or requesting the relief afforded by the bankruptcy laws; . (b) the filing against it of a petition in bankruptcy unless it is diligently and in good faith prosecuting a request for the dismissal of such filing; (c) its making a general assignment for the benefit of creditors, within the meaning of the bankruptcy laws; . (d) its consenting to the appointment of a receiver or custodian for all or a substantial part of its property; ( e) its being adjudicated bankrupt; (f) the entering of a court order appointing a receiver, custodian or trustee for all or a substantial part of its property without its consent, unless it is diligently and in good faith prosecuting a request for the dismissal of such order; (g) the assllIIling.of custody or sequestration by a court of competent jurisdiction of all or substantially all of its property, unless it is diligently and in good faith prosecuting a request for:the termination of such custody or sequestration; or (h) its failing to proceed, at any time, with the diligent and good faith prosecution of a requeSt for the dismissal or termination referred to in subsections (b), (f) or (g) of this Section 16 or the entry of an order making the petition, order, custody or sequestration referred to in subsections (b), (f) or (g) of this Section 16 final and unappealable. 17. Options to Purchase PercenUuie Interest of a Limited Pa.rt:i1er. (a) Death: Disability: Bankruvtcv. In the event (i) of the death ofa Limited Partner who is a natural person, (ii) a Limited Partner who is a natural person becomes Disabled (as hereinafter defined), or (iii) a Limited. Partner, including a Substitute Limited Partner, shall take advantage of any bankruptcy or insolvency act, or if any insolvency petition shall be filed against a Limited Partner and final adjudication of insolvency or bankruptcy entered thereon, or' if a Limited Partner shall make an ' assignmentJor the benefit of his creditors, then, and in any such event, the Partnership or the remaining Partners, as determined in accordance with Section 17(f), shall have the . option to purchase all, but not less than all, of the Percentage Interest of such Limited Partner for the amount determined in accordance with Section 17(g) hereof. A Limited Partner becomes "Disabled." if the Limited Partner, in the reasonable judgment. of the General Partner, has failed to perform his duties to Radiology PC, Tn-State Imaging, New Jersey Radiology Associates, P.C. or any other Affiliate of the Partnership which provides services of the same general character as sUch entiti~s and with which the 21 respective Limited Partner has at any time been employed (each such entity being individually referred to as an "Aff'iliate Emplover") on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than six (6) months. (b) Retirement: Termination Without Cause. In the event that a Limited Partner (i) Retires (as hereinafter defined) after the date Q.pon which such Limited Partner attains the age of sixty (60) and does not thereafter engage in Competition (as hereinafter defined); or (ii) leaves the employ of any Affiliate Employer after being terminated by such Affiliate Employer other than For Cause (as hereinafter defined), then, in either such event, the Partnership or the remaining Partners, as determined in accordance with Section l7(t), shall have the option to purchase all, but not less than all, of the Percentage Interest of such Limited Partner for the amount determined in accordance with Section 17(g) hereof; provided. however. that in the event that a Selling Limited Partner (as defined in S~ction 1 7 (e)) who has sold his Percentage Interest pursuant to Section l7(b )(i) thereafter engages in Competition, the purchase and sale of such Selling Limited Partner's Percentage Interest will be deemed to have been made pursuant to Section 17 (c )(i) and be subject to the terms thereof, including, without limitation, the purchase price to be received by such Selling Limited Partner. For purposes of this Agreement, a Limited Partner shall be deemed to "Retire" or enter into "Retirement" if such Limited Partner voluntarily discontinues performing services for any Affiliate Employer. For purposes of this Section 17, the term "ComDetition" shall mean a Partner engaging at any time, whethe.r directly or indirectly, in aily of the acts set forth in subsection (b )(i) to (iv) of Section 12 above. (c) Post-Retirement Comnetition: Earlv Retirement Termination For Cause. In the event that (i) a Limited Partner Retires upon or after attaining the age of sixty (60) and thereafter engages in Competition, (ii) a Limited Partner Retires prior to attaining the age of sixty (60), whether or not such Limited Partner thereafter engages in Competition, or (iii) a Limited Partner, after being terminated For Cause (as hereinafter defined), is no longer employed by any Affiliate Employer, then, and in any such event, the Partnership or the remaining 'Partners, as determined in accordance with Section 17 (t), shall have the option to purchase all, but not less than all, of the Percentage Interest of such Limited Partner for the amount determined by multiplying one third (~) by the amount determined in accordance with Subsection I7(g) hereof; provided. however. that notwithstanding anything to the contrary contained herein, In no event shall a SelliIig ,\" Limited Partner who has (A) sold his Percentage Interest pursuant to Section l7(b)(i);(B) engaged in Competition thereafter, ~d (C) received more than one third multiplied by the amount determined in accordance with Subsection I7(g), be required to return or reimburse the Partnership or the remaining Partners with any Purchase Price then paid in excess of one third multiplied by the amount determined in accordance with Subsection l7(g). The parties acknowledge that the actions set forth in subsections (i) of this Section l7( c) will cause damage to the Partnership in an amount which will be difficult to ascertain precisely. The Partnership and the other Limited Partners agree not to seek an action for damages against a Limited Partner who engages in the actions set forth in s.uch subsections. The right of the Partnership or the Limited Partners, as the case may be, to purchase such Limited Partner's Percentage Interest for the consideration determin~d in 22 accordance with this Section 17( c) instead of in accordance with Section 17(b) shall be liquidated damages for such acts. The Partnership and the Partners agree that this provision for liquidated damages is reasonable. Notwithstanding the foregoing, nothing herein shall prevent the Partnership from exercising its rights respecting injunctive relief as more fully described ill Section l~(c) above ill the event ofa violatiOn of the 'provisionS of Section 12(b) above. For purposes of this Agreement a Limited Partner will be deemed to have been tenriinated from his employment. with an Affiliate Employer "For Cause" ifhe is terminated by such Aftiliate Employer: (i) due to the Limited Partner's habitual absence, other than for illness or because the Limited Partner has become Disabled; (ii) due to the Limited Partner's material breach of this Agreement or his employment contract with the Affiliate Employer, if any, including, without limitation, a breach of the covenants set forth in Section 12(a) or (b). (ill) because the Limited Partner (other than Michael Carr) is prohibited or suspended from the practice of medicine for any period of time by any stat~ or federal authority, or because the Limited Partner (other than Michael Carr) loses his license to practice medicine or to disp~nse or prescribe narcotic drugs; provided. however. that if a stay of such prohibition, suspension or loss of license shall be obtained by the Limited Partner within thirty (30) days of the institution of such prohibition, suSpension or loss of license, there shall not be cause to terminate the Limited Partner's employment pending outcome of ~uch proceedings; (iv) because the Limited Partner's (other than Michael Carr) privileges to practice at the Hospitals are suspended, revoked or curtailed (other than the temporary suspensionfor failure to file or complete such reports or other clerical' tasks as are required by a Hospital and which temporary suspension is lifted within ten (10) days of its imposition); (v) because of any act of fraud, misappropriation, theft,' dishonesty, or similar action by the Limited Partner; (vi) because ~e Limited Partner is intoxicated while on duty; (vii) because the Limited Partner is found guilt-j of a crime consisting of a felony under the laws of the prosecuting jurisdiction or enters a guilty plea or a plea of 'no contest' to any charge' of such crime; . (viii) because the Limited Partner (other than Michael Carr) is barred from receiving reimbursement from the Medicare or Medicaid program; I " (ix) because (A) the Limited Partner (other than Michael Carr) is not eligible for medical malpractice coverage, or (B) coverage for the Limited Partner (other than Michael Carr) can only be provided at a cOIllIilercially unreasonable rate (i.e., the cost exceeds twenty percent (20%) of the average standard premium 23 cost for other erp.ployees of the reij>ec:tive employer) and the Limited Partner fail~ to pay the additional premium above the average standard premium cost; or (x) because the Limited'Partner, in the caSe of Michael Carr, (A) matenally tails to cany' out and pertorm IDS duties ill a professIOnal and competent manner, (B) isbarred from Participating in a business which receives reimbursement from the Medicare or Medicaid, Program, or (C) has caused the Partnership or an Affiliate of the Partnership to be barred from receiving reimbursement from the Medicare or Medicaid Program; (xi) for any other conduct of the Limited Partner which would constitute the basis to terminate for "good cause" under the laws of the state where the respective Affiliate Employer is located. (d) Other Events. Notwithstanding anything contained herein to the contrary, including, without limitation, the provisions set forth in subsections (b) and ( c) of this Section 17, in the event that (i) within two (2) years of the date upon which the Partnership conimenc~s operations (a) any Limited Partner yoluntarilyleaves the employ .of an Affiliate Employer, or, (b) after being terminated For Cause, a Limited Partner is no longer employed by an Affiliate Employer; or (ii) a Limited Partner engages in Competition while still a Limited Partner of the Partnership, then, and in any such event, the Partnership or the remain.iTIg Partners, as determined in accordance with Section 17(f), shall have the option to purchase all, but not less than all, of the Percentage Interest of such Limited Partner for consideration equal to (A) the greater of (x) one dollar ($1.00), or (y) one sixth (1/6) of all capital contributions made to the Partnership by an Affiliate in lieu of distributions which would have otherwise been made to the Limited Partners by such Affiliate; and (B) the assumption and satisfaction of the Partnership's and/or the non-selling Partners' (as the case may be) obligations pursuant to subsection CD of this Section 17. The parties acknowledge that the actions set forth in subsections (i) and (ii) of this Section 17(d) will cause damage to the Partnership in an amount :which will be difficult to ascertain precisely. The Partnership and the other Limited Partners agree not to seek an action for damages against a Limited Partner who engages in the actions set forth in such subsections. The right of the Partnership Or the Limited Partners, as the case may be, to purchase such Limited Partner's Percentage Interest for the consideration set forth in subsections (A) and (B) of this Section 17( d) shall be liquidated damages for such acts. The Partnership and the Partners agree that this provision for liquidated damages is reasonable. Notwithstanding the foregoing, nothing herein shall prevent the Partnership from exercising its rights respecting injunctive relief as more fully described in Section 12(c) above in the event ofa violation of the provisions of Section 12(b) above. (e) Triggering Event; Selling Limited Part:D.ers. The events which trigger the. Partnership's or the Partners' option to purchase a Limited Partner's Percentage Interest described in Sections 17(a), (b), (c) and (d) hereof are each referred to herein as a "Tri22erin2 Event". A Limited Partner, ochis estate, executor or personal representative in the case of a Limited Partner's death, who is obligated to sell his Percentage Interest 24 . pursuant to Sections 17(a), (b), (c) and (d) hereof is referred to herein as a "Sellin!! Limited Partner". (1) Method of Exercise. The General Partner shall determine whether the , Pc:utuC::lship ur the Partners may exercise the options to purchase a SeIfmg Lmnted Partner's Percentage Interest. The Partriership or the Partners, as the case may be, shall exercise the options to purchase a Selling Limited Partner's Percentage Interest under this Section 17 by written notice to the Selling Limited Partner within six (6) months after the occurrence of the T9ggering Event. Anj option not exercised within the six month period shall be void. (g) PurchaSe Price. The amount for determining the purchase price for the purchase of a Selling Limited Partner's Percentage Interest pursuant to Section I7(a), (b) or (c) hereof shall be equal to the product of (i) (A) (x) the Partnership's average annual EBITDA (as defined below} for the last two completed fiscal years of the Partnership immediately preceding the year in which the Triggering Event occurs, or, should such event occur during the first year of this Agreement, then the annualized EBlillA for the period comttlencing on the date of this Agreement and ending on the date on which the Triggering Event occurs, multiplied by (y) three (3); less (B) the principal balance of any outstanding Partnership debt as of the date upon which the Triggering Event occurs; multiplied by (ii) the Selling Limited Partner's Percentage Interest- in the Partnership. The.determination ofEBITDA and the exercise price shall be conclusively made by the Partnership's regularly retained certified public accountants in accordance with gen~rally accepted accounting principles, as consistently applied, which determination shall be _ tIDal and binding. "EBIDT A" shall mean the Partnership's earnings before interest, - taxes, depreciation and amortization. (h) Insurance. The Partnership may purchase and maintain insurance on the life of any Limited Partner, naming the Partnership as beneficiary in' order to assist in the funding of the purch~~ by the Partnership 'of a deceased Limited Partner's Percentage Interest, if the Partnership. or the Partners elect to make such purchase in accordance with Sec:tion I7(a)(i) hereof. Further, notwithstanding Section 17(g), with respect to the interests of a deceased Partner, the purchase price paid by the remaining Partners of the Partnership shall not be less than the proceeds from any life insuranc.e maintained, if any, on the life of the deceased Partner pursuai::J.t to this Section l7(h). . (i) Payment of Purchase Price. If the option to purchase a Limited Partner's Percentage Interest is exercised, the purchase price shall be payable as follows: " (i) If the Triggering Event is the death of a Limited Partner: (A) The Partnership or the remaining Partners of the Partnership, if it or they elect to purchase the deceased Partner's interest in the Partnership, shall immediately, upon receipt thereof, terider the cash amount rece~ved as proceeds paid under any life insurance policy or policies maintained for such deceased Partner pursuant to Section I7(h) hereof; and 25 (B) Subject to Section l7(i)(i)(A), the balance of the purchase price (or the entire purchase price if Section l7(i)(i)(A), is not applicable) shall be paid by delivery of a promissory note payable in twelve (12) equal quarterly installments of principal and interest, wit.l1 p~~nt~__________________ ------.----cornmencmg on the first day .of the calendar quarter after the date on which the Triggering Event occurred. The promissory note shall bear interest on the unpaid principal balance at the prime rate as set forth in the Money Rates section of the Wall Street Journal on the first business day following the deceased Limited Partner's death. (ii) If the Triggering Event is not the death of a Limited Partner, the purchase price shall be paid by delivery of a promissory note payable in twelve (12) equal quarterly installments of principal and interest, with payments commencing on the first day of the calendar quarter after the date upon which the Triggering Event occurs; provided. however, that in the event that the Triggering Event is that set forth in Section 17(b )(i) or l7( c )(i) of this Agreement, the purchase price shall be paid by delivery 'of a promissory note payable in that number of equal qua.qerly installments of principal and interest equal to the number of calendar quarters (ignoring any additional period that is less than a full quarter) between the date upon whichthe Triggering Event occurs and the date upon which the Retiring Limited Partner attains the age of seventy two (72), but in no event less than twelve (12) equal quarterly installments, with payments commencing on the fIrst day of the calendar quarter after the date upon which such Retiring Limited Partner Retires. The promissory note shall bear interest on the unpaid principal balance at the prime rate as set forth in the Money Rates section of the W:all Street Journal on the first business day following the applicable Triggering Event. (iii) , Any promissory note delivered pursuant to this Agreement shall be a judgment note and shall be guaranteed as to payment and performance by the Partnership if the remaining Partners of the Partnership are the makers. The. promissory note shall also provide for acceleration of maturity upon default or sale of all or substantially all of the Partnership Property at the option of the holder, contain a IS-day grace period after written notice within which to cure any default, and provide that no judgment may be entered thereon unless the default continues after the expiration of the grace period. The promissory note shall be secured by a pledge of the Percentage Interest being purchased and the same shall be subject to a Security Agreement in form and substance satisfactory to the secured party. (iv) Notwithstanding any contrary provision contained herein, should any Limited Partner violate any of the provisions of Section 12 hereof after an option to purchase his Percentage Interest in the Partnership has been exercised, the maker of the promissory note may set off against the balance of the purchase price any dam~ges suffered by the Partnership as a result of such violation. 26 (j) Release of Guarantees. In the event of the purchase of a Selling Limited Partner's Percentage Interest in the Partnership, the remaining Limited Partners and the General Partner shall use their reasonable best efforts to obtain the release of the Limited Partner (or his estate, if applicable) from any and all guarantees of Partnership debt which such LlIDlted Partner executed, mclurung proportIOnately mcreasmg thelT respectIve --~------_._- guarantees of such Partnership debt. In the event that the remaining Limited Partners and the General Partner are unable to obtain such releases of the Selling Limited Partner, then (i) each remaining Partner, in the case where the Partnership purchases a Selling Limited Partner's Percentage Interest in the Partnership, agrees to severally indemnify, defend and hold hannless, in accordance with and proportion to each such remaining Partner's Percentage Interest, such Selling Limited Partner for any loss, including, Without limitation, reasonable attorneys fees, incurred by the Selling Limited Partner in connection with the enforcement of the Selling Limited Partner's guarantee or guarantees; or (ii) each remaining Partner which purchased some or all of the Selling Limited Partner's Percentage Interest in the Partnership agrees to indemnify, defend and hold harmless, in accordance with and proportion to the percentage of such Selling Limited Partner's Percentage Interest in the Partnership purchased by each such Partner pursuant to this Section 17, such Selling Limited Partner for any loss, including, without limitation, reasonable attorneys fees, incurred by the Sellipg Limited Partner in connection with the enforcement of the Selling Limited Partner's guaranty or guarantees. The foregoing shall apply to all of the Limited Partners and to the General Pai1:ner in the event of the purchase of the Selling Limited Partner's Percentage Interest by the Partnership buy.only to the Partners who exercise their option to purchase in the case of the purchase by the remaining Partners. (k) Limited Right of Selling Limited Partner to Share in Fundamental Transaction Excess Net Proceeds. (i) Notwithstanding anything herein contained to the contrary, in the event that the Partnership enters into a definitive legally binding agreement relating to a Fundamental Transaction (hereinafter defined) within twelve (12) months of the date upon which the purchase, pursuant to Section 17(a) or (b), of a Limited Partner's Percentage Interest in. the Partllership is consummated, the Selling Limited Partner shall have the right to receive his share, based on the Percentage Interest sold by such Selling Limited Partner, of the Excess Net Proceeds (hereinafter defined) of any such Fundamental Transaction, in cash or in securities of the acquiror as hereinafter provided. (ii) For purposes of this Section 17(k), a "Fundamental Transaction" means: (i) the merger or consolidation of the Partnership into or with another entity or entities which results in the Partners of the Partnership existing immediately prior to such transaction holding less than a majority of the voting power of the outstanding securities of the surviving entity or entities; (ii) the sale of seventy five percent (75%) or more of the assets of the Partnership; (iii) the transfer in a single transaction or a series of related transactions of a majority of the Percentage Interests in the Partnership that are held by the then existing Partners; or (iv) the dissolution or liquidation of the Partnership. Excluded from 27 the definition of Fundamental Transaction shall be any transaction (a) between the then existing Partners of the Partnership, (b) from a Limited Partner of the , Partnership to a family member of such Limited Partner or to a trust for the benefit of spch Limited Partner or any of his family members~and-Cc}Lesulting____ '__ from the death of any Limited Partner of the Partnership. . (ui) For purposes of this Agreement, "Net Proceeds" shall mean, with respect to any asset sale, the sale proceeds available for distribution by the Partnership after satisfaction of all debts and other liabilities of the Partnership including (i) the establishment of reasonable reserves for contingent liabilities for a reasonable period of time; and (ii) the payment of reasonable expenses and reasonable compensation for services rendered in connection with the liquidation and winding up of the affairs of the Partnership, each as determined in good faith by the General Partner (the "LiQuidation Exvenses") and all expenses of the transaction. With respect to any sale of the equity interests in the Partnership, "Net Proceeds" shall mean the amount received by all of the Partners in consideration of their Percentage Interests in such Fundamental Transaction, after satisfaction of all ~xpenses of the transaction. (iv) For purposes of this Section 17(k), "Excess Net Proceeds" shall mean (A) the Net Proceeds received by the Partnership or the Partners, as applicable, as a result of a Fundamental Transaction, multiplied by the Percentage Interest sold by the Selling Limited Partner, less (B) the purchase price received by the Selling Limited Partner for his Percentage Interest. (v) The Partnership and the Partners shall have the right to enter into any transaction, including but not limited to a Fundamental Transaction, without the prior consent of the Selling Limited Partner. It is further acknowledged and agreed by the parties hereto that the terms of any such Fundamental Transaction shall be permitted to include employment and/or consulting agreements for the Limited Partners, including, without limitation, radiology reading contracts, which employment and/or consulting agreements may include cash and/or equity incentives (including but not limited to stock options and bonuS stock, or the like), severance arrangements, bonuses and non-competition provisions, which amounts shall not be included in the definition of Net Proceeds, so long as (A) the Limited Partners provide bona fide services as set forth in such employment or consulting agreements;- and (B) the compensation for such services is at fair market value. (vi) If all or any portion of the proceeds of such Fundamental Transaction is payable in securities of the acquiror (or an affiliate of the acquiror) or tangible assets (in the case of a Fundamental Transaction involving a liquidating distribution), the Partnership or the Partners, as applicable, may, at their option, satisfy all or a portion of the Excess Net Proceeds'due the Selling Limited Partner hereunder by a cash payment or by transferring to the Selling Limited Partner, as the case may be, a portion of those securities or tangible assets. The fair market value of the securities or tangible assets as of the closing of the Fundamental Transaction shall be conclusively presumed to be the fair 28 market value of the securities or tangible assets for purposes of determining the amount of securities or assets payable to the Selling Limited Partner, as the case may be. - _._~------^"---"._--- -'---~1ViI-'T--Ifthe~docUmeiita1ioiirerafiiig to a FundazneIltafTransactlon-'- - provides for the proceeds thereof to be paid in installments, the Selling Limited Partner's share of the Excess Net Proceeds shall be paid in installments over the same period that the proceeds are received by the Partnership or the Partners, as applicable. (viii) Notwithstanding anything herein contained to the contrary, payment of the Selling Limited Partner's respective share of the Excess Net Proceeds shall only be made if, as and when the proceeds from such Fundamental Transa~tion are actually received by the Partnership or the Partners, as ~pplicable. _ (1) With respect to the sale and purchase of a Selling Limited Partner's Percentage Interest under this Section 17, the Selling Limited Partner, and each of his heirs, administrators, successors and assigns, hereby (A) grants to the General Partner the power to transfer the Selling Limited Partner's Percentage Interest back to the Partnership or to the other Partners, as the case may be, to record such transfer on the books of the Partnership, and to take any and all other necessary actions to effectuate such transfer, and (B) agrees to sign all documents requested by the Partnership to effectuate such transfer. 18. Termination. The Partnership shall be terminated (a) upon the unanimous consent of the Partners to dissolve the Partnership; (b) upon sale or disposition of all or substantially all of the Partnership Property; or (c) the departure, whether by withdrawal, death, expulsion, or otherwise, of a Partner; provided, however, that with the written consent of remaining Partners then holding at least fifty-nine and four-tenths percent (59.4%) of the total Percentage Interests in the Partnership delivered to the Partnership within thirty (30) days after such event, the Partnership shall not be dissolved but shall continue with all remaining Partners. Upon termination of the Partnership, the General Partner shall wind up and liquidate the business of the Partnership by selling the Partnership's assets and distributing the net proceeds therefrom, after the payment of the Partnership's liabilities, in accordance with Section 19 below. 19. Distributions on Liquidation. (a) On liquidation ofllie Partnership, the assets ofllie Pfu-tnership shall be distributed in payment of the liabilities of the Partnership and to the Partners in the following order: (i) To pay the debts and liabilities of the PartnerShip and the expenses of liquidation, including a sales Commission to the selling agent, if any, and to pay any fees of the Partnership due and owing. (ii) To set up any reserves which the General Partner deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the 29 Partnership. At the expiration of such period as the General Partner shall deem advisable, the balance thereof, if any, shall be distributed in the ma,nner provided in this Section 19, and in the order named. Such reserves shall not be wrreasonable and shall be in_a~~o~d811~~ ~~::~~pt::!=>~e_~~~~UI:lt~~ an~_~~.s~~.~~ --slanaaras.-------- ~----- ~-- ----- (ui) To the Partners in the same order of priority as set forth in Subsection 8( d). No General Partner or Limited Partner shall be required to pay to the Partnership or to any other Partner any deficit in the General Partner's or the Limited Partner's Capital Account upon dissolution or otherwise. (b) A reasonable time, as determined by the General Partner or its representative, as the case may be, Ilhall-be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the General Partner or its representative to minimize any losses attendant upon liquidation. (c) Anything in this Agreement to the contrary notwithstanding, the General Partner shall not be personally liable for the return of the Capital Contributions of the Limited Partners, or any portion thereof, or of the monetary value thereof; it is expressly understood that any s,uch return shall be made-solely from Partnership assets. No Limited Partner shall have the right to demand or receiVe any property other than cash in connection with the termination and liquidation of the Partnership. 20. Notices. All notices required or permitted to be given pursuant to this Agreement shall be in writing and shall be sent by registered or certified mail, return receipt requested, to the Partners at the addresses set forth herein below their signatures, or to such place as each Partner may direct in the aforesaid manner. Notices to the Partnership shall be sent to the General Partner. 21. Governing Law. All questions with respect to the construction of this Agreement and the rights and liabilities of the parties shall be determined in accordance with the applicable provisions of the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of laws principles thereof 22. Parties Bound. This Agreement shall inure to the benefit of, and be binding upon, all the parties and their respective successors in interest, personal'representatives, estates, heirs and legatees, and permitted assigns. 23. Validity. If any provision of this Agreement, including, without limitation the restricted conduct, geographic scope, Restricted Period, Relevant Period, Applicable Time, or other time period set forth in Section 12(b) of this Agreement, or the application of any such provision to any person, entity or circumstance is held invalid, illegal, unreasonable or unenforceable in any respect by a court of competent jurisdiction, then to the extent permitted by law, such court may modify the parameters of any such provision to the minimum extent necessary to render such provision in compliance with law, and the parties hereto agree to accept and be bound by such determination subject to their rights of appeal; provided, however, that such provision shall not be deemed amended for purposes of their enforcement in any 30 jurisdiction in which such provisions would be valid, legal, and enforceable without amendment. fu addition, any such invalidity, illegality, unreasonableness or unenforceability will not affect any other provision hereof -~_.. _.~,.~._-------_._...._.- n------~Z4;- Caotiuns.--.Any aro-de or section tilles or captions containedmthis Agreement are for convenience only and shall not be deemed to amplifY, modify or give full notice of the provisions thereof 25. Power of Attornev. (a) The Limited Partners hereby constitute and appoint the GeneralPartner as their true and lawful attorney, in their name, place and stead, to make, execute, acknowledge and file one or more certificates of limited partnership, fictitious name registrations, and any certificate or other instrument which may be required to be filed by .the Partnership under the laws of the Commonwealth of Pennsylvania, or the applicable laws of any other jurisdiction or jurisdictions in which it may be deemed necessary or desirable, and any and all amendments or modifications of such certificates or instruments which may be required to be filed, including documents to admit, substitute, or permit withdrawal of a Partner; and all other docllplents which may be required to effectuate the dissolution and termination of the Partnership. (b) Each Partner authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregomg, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully and to the same extent as such Partner might or could do if personally present, hereby ratifying and 'confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof; provided that in no event may the General Partner utilize this power of attorney to cast any vote or consent of a Partner entitled to vote under the terms of this Agreement, or by law. Each Partner has and does hereby agree to execute any and all additional forms, documents or inst:runients as may be reasonably necessary or required by the General Partner to evidence the power of attorney granted in this Section 25. (c) The appointinent by all Limited Partners of the General Partner as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Partners under this Agreement will be relying upon the power of the General Partner to actas contemplated by this Agreement in any filing and other action by them on behalf of the Partnership, and shall survive the bankruptcy, death or incompetence of any Partner hereby giving such power and the sale, transfer or other assignment of all or any part of the Percentage futerest of such Partner; provided, however, that in the event of the assignment by a Limited Partner of all or any part of his Percentage Interest, the foregoing power of attorney of an assignor Limited Partner with respect to such assigned'Percentage futerest or part hereof shall survive such assignment only until such time as the assignee shall have been admitted to the Partnership as a substitute Limited Partner and all required documents and instruments including, without limitation, a power of attorney executed by the substitute Limited Partner shall have been 31 duly execut~d, filed and recorded to effect such substitution in accordance with this Agreement. (d) It is expressly intended by the Limited Partners that the foregoing power oIatfomeytrtoupleawilnanmteres[1l1eTofegomgpowei.of attorney' shaIrpertam-to any subsequent or substitute limited partner. 26. Duties to Affiliate Employer. Each of the Limited Partners has executed an employment agreement with one of the Affiliate Employers pursuant to which such Limited Partner is required to provide such Affiliate Employer ~th full time employment services. Nothing in this Agreement, including, Without limitation, the provisions set forth in Section l2(b) of this Agreement, shall be construed to permit any Limited Partner to take any action, or fail to take any action, which would be in violation or contravention of the respective employment agreement of the Limited Partner, including, without limitation, the obligation of the Limited Partner to devote hislher fun time to the performance ofhislher duties under the respective employment agreement. 27. Amendment. Thi.s Agreement is subject to amendment only wit!:I the consent of Partners holding at least fifty-nine and four-tenths percent (59.4%) of the Percentage Interests in the Partnership, and such amendment shall be effective as of such date as may be determined by them. 28. Filed Certificates. The General Partner need not deliver or mail to the Limited Partners a copy of any filed certificate of limited partnership, or any amendment thereto. 29. Entire Agreement. This Agreement contains the entire understanding between the General Partner and the Limited Partners and supersedes any prior written or oral agreements among them respectipg the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between and among the Partners hereto relating to the subject matter of this Agreement which 'are not fully expressed herein. 30. Execution in Counterparts. This Agreement may be executed in any number of counteIparts, each of which. shall be deemed to be an original as against any party whose signature appears thereon, and all of such shall tog~ther constitute one and the same instrument. This Agreement shall become binding when one or more counteIparts hereof shall bear the signatures of all the parties reflected hereon as the signatories. 31. Gender. Etc. \V ords used herein, regardless of the nu,,'TIber a..'1d gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. 32. Number of Days. In computing the number of days for the pwpose of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the [mal day of any time period falls on a Saturday, Sunday or holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or holiday. 33. . InteIpretation. No provision of this Agreement is to be inteIpreted for or against any party because that party or that party's legal representative drafted such provision. 32 34. Third party Beneficiaries. Notwithstanding anything herein to the contrary, no provision of this Agreement is intended to benefit any party other than the Partners hereto and their successors and permitted assigns in the Partnership and shall not be enforceable by any __________ _ _ _..Q.t!1~I'P~.:...___~ __ _ -~ ~---~...------- -- ~-- - --------- - -- ----- IN WTINESS WHEREOF, the undersigned have executed this Limited Partnership Agreement as of the day and year first above written. By: By: General Partner: TRI-STATE G.P., LLC, a Delaware limited liabilitY company By: ~ George J. Bro Limited Partners: By: c:~~~ George J. Brode'~..' . Address: \ 5~~ Q.~~ ~'~ Ji& . ~,o:>j. ~ft~ Q R \ C\ 04 e, I t1ff!ii(jfr; /h Michael R. Cw, M.D. Address: /<1fV ~ ~ . -:XJl~ /11- jlJo-rd ._~ ,.. , -- \ William H. H ,M.. Address: .?i ( tt/,4-u) /f4v~ P c:/Rf) / IA . By: 33 ~~~ Philip J. Moldofsky, M. . Address: 31.--3'1. t: ~ l,Q . ~~ S~\ Wc~ ~a" ~q~~o~.o~( J'" l./1ay S~ Kosenblum, M.ll. Ad~dress: ' By: t~~,f+J~~ Kenneth E. Bnunberger; ~-_. Address: . . nc~ By: Ernest Camponovo, M.D. Address: By: By: ~) '~ J . (~..J . Judith Wolfstein, M. . --- Address: BY:~ Michael Carr Address: 35 . '-. ---', . .'. ". "-.....,.0....".. .. ''''. . ........ ..; , .' . Exhihit2 CONSENTBV-8PGUSE------~------ - ... d~zJ]CJ The undersigned, the spouse of , hereby acknowledges that I have read the attached Limited Partnership Agreement of Lebanon Diagnostic Imaging, L.P. (the "Partnership") dated _,2004 by and among Iri-State G.P., LLC, George J, Broder, M.D., Michael R. Clair, M.D., William H, Hartz, M.D., Philip 1. Moldofsky, M.D., Jay S. Rosenblum, M.D., Kenneth E. Brumberger, M.D., Michael Carr, Judith Wolf stein, M.D., Ernest Campanovo, M.D. and Chris Ladd, M.D. (the "Agreement"), and I hereby do consent and agree as follows: 1. I expressly waive any rights which I may have, during my spouse's lifetime by reason of equitable distribution laws or otherwise, or upon his or her death in the event that I should take against his will or otherwise, to receive any partnership interest in the Partnership from my spouse or the estate of my spouse. 2. I agree to accept in lieu of such partnership interests an equitable share, if any, as provided by applicable law, of the purchase price as provided for in Section 17(g) of the Agreement for such partnership interests to which I may otherwise be entitled. ,~W,,~. IJNESS WHEREOF, I have executed this Consent by Spouse on this ..z2day of ~~1tC ,2004. a; L .Jw(Mho-'Wdd Wimess: ctt+!$) #6S000S-vl 2 ANDORRA RAOlOL6c;V ASSOCIATES, P.C. 820 Fox Chase Road Rockledge, PA 19046 215 - 663 - 2450 Fax: 215 - 663 -5910 G~orgtl J. Broder. M.D. Ernie J. Campono\lo, M.D. William J. Hartz. MD Michael R. Clair, M.D. Phihp J. Moldofsky, M.D. Jay S. Ro~enblum, M.D. Kenneth E. Brumbcrgor. M.D. December 23,2005 VL4 CERTIFIED MAIL/RETURN RECEIPT REQUESTED Executive Director Carlisle HMA, Inc. dJb/a Carlisle Regional Medical Center 246 Parker Street PO Box 4100 Carlisle, P A 17013 RE: Notice of Termination Dear Mr. Leonard: This letter will serve as Andorra Radiology Associates, PC's formal notice of termination, without cause, pursuant to Section 93 of its Hospital-Based Physician Professional Services Agreement with Carlisle HMA, Inc., effective July 7,2006. We would be happy to discuss transition issues with you as we approach the termination date. If you have any questions, please do not hesitate to contact me. ::trulYYO=~ ...-: Michael Carr MC/vpl cc: ErnestJ. Camponovo, M.D. Michael Clair, M.D. ThollUlS Tammany, Esq. General Counsel, HMA TrH Tr1 ~:,'1.... I EXHIBIT c. ...aJ1..... f1":1I..1 Ci-:J".W "':l""CT-'...:.J~'-, -~ AAdorra Opal M1l Pbladelphl2, PA Delaware OpeD M1U Ne\VII'1c, DE De\aW\ll'C Opal M1U n W'~on. DE MIltIliIIe DilIpol1ic ImaIiaa BJ)'II Mawr. fA Ilmrinpowtl, PA MaulaJurwldn Open MR1 Mllllabawllia, ~J .~ _ " ' . ~-;. .'.~~:~' ''- ,'~;.. ;!.-s&' ~-.: .. ~ 'J ~ ~ 1- "~I ~. !\ (~.~ t;:~ ;.~' :.. PWllYlvania OpeD MRI Philadelphia, PA AI CounlY Uoe At GJ2Ilt AVenue AI Roosne11 Pl:ua " '.. ~' :---' " . PenM!lvaoia Dlapostlc IftlllGlng Phllade!pbi:l, PA 1UttedOIlSe Squm-e JmaciDg Phibdel.pblL PA Tri-5tllte Medlc:al Baling .usociaJe5 Rockledae, PA Michael A. Carr President May 10,2006 VIA CERTIFIED MAIURETURN RECEIPT REQUESTED Mr. William Leonard Executive Director Carlisle Regional Medical Center 45 Sprint Drive Carlisle, PA 17013 Dear Bill: I am writing to follow-up with regard to Andorra Radiology Associates, PC's ("Andorra") notice of termination, dated December 23,2005, of its Physician Professional Services Agreement ("Agreement") with Carlisle HMA, Inc. (the "Hospitalj. Based on that notice, Andorra's last day of service will be July 7, 2006. I understand the Hospital has issued a Request for Proposal to other physicians/groups to provide radiology services at the Hospital after that date. We would be happy to respond to such a proposal or meet with you at your convenience to discuss continuing our services under a new and mutually beneficial agreement. If that is not acceptable to the Hospital, we understand. but want to inform you that the two radiologists who provided services to the Hospital under our agreement, Christopher Ladd, M.D. and Ernest Camponovo, M.O,. are subject to non-compete restrictions in their agreements with Andorra. We therefore respectfully request that the Hospital not solicit or retain either physician, either directly or through another group, to provide services for the Hospital. If the Hospital does not honor those agreements, we will be forced to take appropriate action to protect our legitimate business interests. TRI-STATE IMAGING CONSL'l.TA.~JS, LLC . - n__'.I~A...... 1)j 10Mh . Phone 21 ~-66~-8480 · Fu 215-663-8454 I EXHIBIT D. ~ --) I also wanted to confirm that any amounts due under the Guarantee provisions of the Agreement will be forgiven pursuant to Addendum B, paragraph 4, of the Agreement, and Andorra will have no repayment obligation to the Hospital upon the effective date of termination. Thank you for your anticipated cooperation, If you would like to discuss any of these matters, or if you have any questions, please do not hesitate to contact me. Very truly yours, J1vL~ Michael Carr MC:khj cc: Christopher Ladd, M.D, Ernest Camponovo, M.D. Thomas Tammany, Esq. General Counsel, HMA . _...___.... 'II. ~6/2~/20~6 16:07 717~66~571 .-----:-.----- CARLISLE REG ""ED CTR PAGE ~1/e2 -- ~lIII. Uti, 1)i~_ 111I."1 ~.,.. u,.- p~_la 'DiapMtic lJMIlnC: ~g O,C'Il MRf t)el&'-'WC I)pCn M1l1 .-"'&'IMft OJ'" lll1'1 ....AGfI :DiI!P'~ bII.~ Iltt..~'l!Ic SqUaT_ l-cJnl www.ttistlteimaglng.com ^ ~OJ'O ~KD ~-.(O1l Of m.\$lJl1O ~ 1\" n.cmDIIl O~ 1Wln.'5J0I'It.l. u.",~ SJIl\'lQS June 19.2006 ~ FA.CS1M1LE AND 'R.-;';;iDM1:iliiEruJlN RRCEJPT REOUESTED Mr. WiUilm Leonatd. Executive Director Cadislc R,egionil Medical Center 45 Sprint Drive Carlisle, PAl 70 13 Dear Bill: We have Dot received a response from Carl.isle l\tgional Medical Center ("Carlisle") to our letter of May 10,2006 and, based on information recently supplied. to our attorney, we underste.o.d that Catlislc or its a.fl.5li.e.tes is consiclering cnpgir:ll Christophel' Ladd, M.P.. IDa possibly :Emcst Cmnpcnovo, M.D'J two of 0\.11' radjolosists, to provide radiology services to Carlisle af\e:r July 7, 2006. We understand that based 01). Catlisle's review of the. non-comycte provisio%l,l in Dr. Ldd's and Dr. CamponOV011 employment agre=ments, Carlisle does not believe those provisions woulc! restrict the physicians teom pravidin.g ~tvices to Carlisle. While we do not aatet vAth tl1.a.t interpretation. we I.t'e writing to iJ:lfonn you that OX!. Ladd and Campoll.OVQ 8lIsubject to non-oompete Tutrictions in a ,eparate apment that would restrict thetn 1iom providinS any .!'Vices to Carlisle. Spccifican,., both Or!. Ladd end Camponovo are busiDeu partners with our other phy,;ci8.IlS in Lebanon Diq,uostie lmaPlo L.P, ("Lebanon")~ which is affiliated with Andonu Radiology AB$O~te', poCo (" Andomll). Scotian t 2(b) of the Lebanon Partnership Alre=cnt speclfieally prohibits any partner from pro~ding IIrviees to Carlisle or tbe CommUll.ity Hospital ofLancI$te!' both during Tbe time the)' are parmers and for a period of two (2) years after ceu1TlJ to be a partnar. Drs. Ladt1 and Camponovo continue to be .partners in Lebanon. and this rem.c:tion is critical to the protection of'ooth Lebanon IU1d Andona's legitimate business interests. I have enclosed a copy of the pertitlent pages of the Lebanon Partnership AgreetDent (S~on 1.2) 1'Cgarding the Non"competi.tioD restriction for your review. . If CarlisJ~. end/or its ~fi.l.i...~ docs plu to Ct'\gqe eithm" Dr. Ladd or CampoDoVo to prOVIde :my servtces, we aaam request that YOll cease and desist in p\U'sui.ng any such plans 101 ~ d TR'.STATE IMAGING CONSULTANTS LlC . -00 Ave,\ue, Suite ~ S() · Jettlcfntown, PA 1'046 . D}I -'\. one 21;.663--5910 · fa: 21S-665-USl . EXHIBIT I E. e~/2a/2eB6 16:B7 71 796133571 CARLISLE REG MED CTR PAGE 62/82 -- imme4iately. If Carlisle docs not hlmor these restrictions, we. will take a.l.l approprilU action to protect our legitim.a~ bU$ine.ss inte:lUtll. This will iDC\udc takiug1elal action ..ainst Carlisle, its afiiJiates and possibly othors for temporary and pamanent injunetive relief, and compensatOfy and puniti.ve damages for tortiQUS interf'mence with our contractual re)atiOQJ and othc: violations of o\U' richts. In tiibt af!hs scheduled termh'latiOI), ow Professional Servicel Arreemem on July 7. 2006, please inform. m.t jrnmediately if the information M received is not correct or, if it is eorrect~ how you plm to respond., Thank you for yow: anticipated prompt cooperation. Vr::ry truly youtS, ../VL~ Michael Carr MC:khj cc: Cbristopb.et Ladd, M.O. Ernest Camponovo, M.D. Thomas Tammany. Esquire General Counsel, aMA ._..-c:. . ..A. Jun 21 08 05:09p Christopher Ladd 7175889491 p.l .Il*ftre .. MIll _........ Opr:l MIl 'kba"" I:MepMIk ~ 1I1U....." ~-.ml ... J.lIIe "",,-,e ~ ~ 0peIl MIl ......... Dilpllllic....... ~o,.MlJ www.tristateimaging.com 4 ~ A7lJI M~o\GIIl OP IIIIAGINS CIIn'I1$ AND PlIO"" ClIP PIOIIISIOHAJ, ....lC)tOllY IlDas June 21, 2006 Jl7A FACSlMlLE AND CERTIFIED MAILIRETUltN ItECElPT REQUESTED Christopher Wclp MD 1339 Quail Honow Road Hwnm.elstown. PA 17036 DcarDr. Ladd: It has come to our at.lenticm that despite our earlier warnings, you have continued to negotiate with Carlisle Reaional Medical Ccntar ("Carlisle") to rcpllce our affiliate. Andorra Radi<lJocy Assodat~, PC (" Andor.ra"), and provide professional radioloty servicea after Andorra'sprofessionaJ $CrVices agreement witb Carlisle ends on July 7, 2006 (the "Andotra A&recmentn). This is in direct violation of the reS'tJ'ktive covenantS in yoUr qreements with two Andorra affiliates: your partnership a.gt=menl with Lebanon DiaJDostic Imagmg, LP ("Lcbanoa"), lIDd your employment agreement with Fox Chase Medical Center Radiology Associates, PC (ttFox Chase"). I reminded you ofthuc raErletions in an e-mail, dated April 17, 2006 and enclosed copies of the relevant sections of those agreements for your reference. (A copy of tbose sections is again provided with this letter.) In particular, Section 12(b) of the Lebanon partnC1'ship agreement specifically prohibits you from lolfcitirtg business from or plT/om,;ng ,f,rvfC&f for Carlisle during the time you uc a partner IIld for a period of two years tbereafter. You agreed in SKtion 12(0) that these restrictions are reil5oD.abl~ .nd nccessuy to protect the legitimate bU$iness interests of the partnership and its panners. As a oum:nt ~ in Lebanon, your actjon$ to date him: been in dire~t violaDOD of1his non-solicitation reS1ricti.ou in aD apparcnt attempt to have Carlisle contract with you ctirectly to provide radiology services after July 7. 2006. This has completely undermined our ability to neaotiate a new agtecma\t with Carlisle, M a result. you have interfeml with our current and prospective busin_ rela1i onship with that hospital aDd c:aused us substantial cJamaecs for which wo wiD hold you personally liabl~. ID addition, it you act11al.Jy do provide services to Cat1i$Je lifter July 7, 2006, either directly Or.as an. employee. llubcontractor or apnt of anotha- group, you wilt be .in cfirect violatioa oftbe non-compete re$trictions in the Lebanon and Fox ChQe agreements, for which M: wiD also hold you liable. TRI~STATE IMAGING CONSULTANTS LLC 101 Gnuwood Awenae, Suite lSO · JeIIJdnte., PI\ l~ · Phone :Z15-663-5,10 . Fax 2lS-665-Z4,1 EXHIBIT I F. Jun 21 06 05:09p Christopher L8dd 7175669491 p.2 June 21. 2006 Page-2- We tJwefore demaad on behalf of An.dorra, Lebanon and Fox Chase that you immediately tcmUaatc any discussions you are havinc with Carlisle, and cease and desist from any plans to provide services to C&f.U~le after July 7, 2006. Otherwise, we wilJ be forced to take all appropriate acti90 to proteet our legitimate busilless intereStS. This will include takinlle8al action against you, Carlisle ane! its affiliate$, and possibly others. for taDporcy and pennanent il\lU!lCtive re.liBf, and rcwvet)' of compensatory aDd punitive daml@CS~ attorneys fees and costs. In light of the short timcftame between now and the telIDioation of the Andorra Agreement, pleue inform me immediately how you pliO to respond. Vecy tnlly yours, ,-41 C ~, Miehacl Can- MCIlv Enclosures cc: Mid1IeI CU, MD Thomas TammaDY, Esquire r ,_ ; i 2 S 2 >J iJ ; 1 8 : 3'3 F P B! PHI:... A 2]5 565 8750 TO 3171784]9033 IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYL V Al,,'V. LEa ANON DIAGNOSTICS IMAGING, L.P., a Pennsylvania limited partnership, FOX CHASE MEDICAL CENTER RADIOLOGY ASSOCIATES, P.c., a Pennsylvania corporation, and ANDORRA RADIOLOGY ASSOCL4..TES, P.C., a Pennsylnnia corporation, Plaintiffs, v. CHRISTOPHER LADD, M.D., an individual, Defendant. NonCE You h3V~ ~ SUI!d In court. If yOIl wish to ddt::ld Ignlnst the cl.'xims sellorth in the fonowing p.~e5. you must t.1ke "don within !wen:y (20) days aftex this COtI\pJei:l1 and notlce are served.l7y emerine a wrlllen eppeRl1lnce personrilly or by alt:mley I!I1d tlIin( In ,,'riling with the court rOUT dd~ Dr objection.~ Lo \he cl3iO\.~ set lorth I galnsl you. You ue warned that if you I.lillo do so th" calC may proa-ecl without )'011 oVId II jud~1!I\1 may be altered I&ilinst you by the court ,-lilhout furth:r netic>.: for any D'llllley cbimed III !.he cOlllplW.1 or lor i!Il)' olhu clelm or relit[ n!<juesm1 by IN! pWnti/r. You DUly lose mcmcy or p,cpury or other right5 impOrQIlI 1:, you. 'YOU 5HOlflD TAKE THIS rArER TO 'YOUR V. WYER AT ONCE. LF YOU DO Nor HA \IE A LA WYl'J on U.NNOT AffORD ONE. GO TO Oil TELEJ'HONE THE OfFICE SET FORTH taow TO FIND otJ!' WHERE tOU CAN GET HELP. DAUPHIN COUNTY l..A.w~"En ltEfERRAL5ERVICC 213 North Fronl Str-lIft H,ur.sbllrt- rA 17101 (717) 2,;2-7536 P.05 ;..: t.. (; t' I ',' ~ U OFTlrc (., ~ ~. . ......' r I",R I) 11.1 ell 'I".' . .. " \ l f -.J I',j ..J ~ ).~. N "j"" 2DD6':JUN 28 PH ~: 29 DAU""""',' , ' . r I. r 1.1 II .... :):,.; ;" I .... . pnillA . , CIVIL ACTION Index. No. ::r"l')l9 (0 a'6 \---\l\ lv JURY TRI.AL DEMANDED A 11150 te h4If demandedo II lI3~d <:J'\ la e:m~ Si ~~ qulen dcf~nd= de l:9l;!s dem~d~, ex'puesbS P.n 12.!: p8;inas sigulentl:l. ~loo ti~ "e.lnll! p.D) di:u de plno nI parti.r de III f:cha de Ja de.rr.:>r>d. )' la notUloc:lorJ H.lce falle IUel\toar UJ'..!I comp8leno.. csallll 0 en pcr.;On3 0 con un aboll"do y entregar I h cone en Eom>a esC:1t1l aus ddm..~ c ~\L!I Dbjetianc ) ~ demand:u tft C:lllrr.J de su persanlL Sa a\'isado que,,( us1ed roo se dcl:\e:nd., IJl C'Oltt roman Cledull\5 y pu~e continu;u-Ja dmJu.de en contrll SlJ)'8 tin previo ""it;o 0 notlfjeaoon. AdClll\u.1.a corle pllede decidU- a fllvor del demwanh: y rtiJuien! que US100 cumpla COil lod... las provisionl:9 lk.'esta den'llndL Ulled puede perdcr din",o 0 = propiedades n OlrOS duc;:hc, In>portmh:s P)r:a uslt'd, '. LLEVE f5T ^ 'DEMi\NDA A UN AlJOGADO INM'E'DIA T Al.{ENTI. 51 NO T1ENE ABoGADO 051 NO TTSNE a DINEIlO SUFlCl:NTE DE P AGAlt T ^ L SERVlCO, v A Y A EJ\l PEKSONA 0 LJ...I.JvfE POR TEtEFONO A LA OFlCTh:^ CUY." DIlffCCJON 5E ENCUENTAA lSOur.... AMJO PAllA AVERIGUAl OONDE SE PUEDE CONSEGUm A515TENClA tEGA L DAUPHIN COUNTY L..wyc..R p.HEJtJtAt 5'EJl.VlCE ill North fro"ISlreel Hanisbu,v P A 17101 (717) n2-7536 EXHIBIT I_G. Jur: ~8 2005 18:33 FP Bl PH[LH Paul D. Weiner, Esquire Pennsylvania ID No. 72939 Buchanan Ingerso 11 PC 1835 Market Street, 14th Floor Philadelphia., PA 19103 (21 S) 665-3880 (215) 665-8760 (facsimile) weinerpd@bipc.com 2! 5 555 8"7r;O T!~J '31 71 ?8,~:]90:]'3 IN THE COURT OF COM~MON PLEAS OF DAUPHlN COUNTY, PENNSYLVANIA LEBANON DJAGNOSTICS INf AGING, L.P", a Pennsylvania limited partnership, FOX CHASE MEDICAL CENTER RADIOLOGY ASSOCIATES, P.C., a Pennsylvania. corporation, and ANDORRA RADIOLOGY ASSOClA TES, P .C., a peonsylvania corporation, PlainLiffs.. v. CHRISTOPHER LADD, M.D., an individual, DefendaDt CIVil. ACTION :K f:. C :: I \} E. L) OFFlr:E or PROT H:~I~!(:Ti.R y 2QO& JUN 28 PH 4: 29 OALf-i ;/Ji ..; J;;,H y . PEtJtlA Inde^.No.!~ll!~~c C\) 3.'6'--\,--\ c.\..! JURY TRIAL DEMANDED VERIF1ED COMPLAINT 2 P. O~. IlJr. ::'8 20 Of:', i 8: ,.HJ FR B' PH [LH 215 565 S760 Tr) 31~17843g03S Plaintiffs, Lebanon Diagnostics Imaging, L.P. ("Lebanon"), Fox Chase Medical Center Radiology Associates,P.c. ("Fox Chase") and Andorra Radiology Associates, P.e. ("Andorra"), by their undersigned counsel, file this Venfied Complaint against Defendant Christopher Ladd, M.D. and in support thereof, aver as follows: NATURE OF THE CASE 1. Thls case involves defendant Christopher Ladd's ("Ladd") manifest breaches of his express promise not to compete with Lebanon, a partnership of which he is a partner, and which is an Affiliate of his former employers, Fox Chase and Andorra The non-competition provisions of the partnership agreement (the "Partnership Agreement") between Lebanon and Ladd specifically prohibit Ladd from, directly or indirectly, perfonning services for Carlisle Regional Medical Center ("Carlisle Medical Center"), where Ladd previously served as the primary radiologist while employed by Plaintiffs, while he is a partner in Lebanon (which he currently is) and for a period of two (2) years thereafter. 2. In January 2003, Andorra signed a contract with Carlisle Medical Center to provide exclusive radiology services to Carlisle Medical Center. 3 In September 2003, Ladd was hired to work as a radiologist for Fox Chase and Andorra. and was assigned to work as the primary radiologist at Carlisle Medical Center. During his employment with Fox Chase and Andorra, Ladd also performed radiology services for Lebanon. 4. On May 13,2006, while Andorra was attempting to negotiate a new contract with Carlisle Medical Center, Ladd suddenly resigned from his employment with Fox Ch3Se and Andorra, effec1ive in 90 days (approximately July 12,2006). At the time of his resignation, Ladd 3 =-.07 J!Ji; ::.~ 228'=. i8:,-JO ~p BJ PHILH 2:5 665 8760 TO 917173439033 noted that his "Post Carlisle" employment plans were "uncommitted," and he was considering Dossibly working with "locums companies [part-time placement companies]." 5. Unbeknownst to Plaintiffs, upon information and belief, while he was: (i) still employed by Fox Chase and Andorra; (ii) still serving as the primary radiologist for Carlisle Medical Center; (iii) still collecting a salary from Fox Chase and Andorra; and (iv) still a partner in Lebanon, and at the same time [hat Andorra was atTempting to negotiale a new agreement with 'Carlisle Medical Center, Ladd was negotiating an agreement for himself to begin competing against Fox Chase, Andorra and Lebanon. by providing radiology services directly to Carlisle Medical Center upon the conclusion of Andorra's current contract (July 7, 2006). 6. Plaintiffs have recently learned that, in direct violation of his non-compete agreement with Lebanon, Ladd intends to begin competing against Plaintiffs by providing radiology services directly to Carlisle Medical Center after July 7,2006, the dale .Andorra's current contract expires. 7. Accordingly, Plaintiffs bring this suit to enforce the non-competition provisions of the Partnership Agreement, and to recover damages for Ladd's breach of contract, breach of his duty ofloyalty, usurpation of corporate opportunities, tortious interference with prospective contract and other unlawful conduct as described herein. PARTIES 8. Plaintiff Lebanon is a Pennsylvania limited partnership with a principal place of business located at 101 Greenwood Avenue, Suite 150, Jenkinto'Wl1, PA 19046. 9. Plaintiff Fox Chase is a Pennsylvania corporation with its principal place of business located at 101 Greenwood Avenue, Suite ISO, J enkinto\VI1, P A 19046. 4 p.De .IUli 23 220>:' 18:c.10 FP BJ PHIL~ 2:5 665 8768 TO 317178433039 10. Plaintiff Andorra is a Pennsylvania corporation with a princlpal place of busIness located at 8305 Ridge Avenue, Philadelphia, Pennsylvania. 11 Defendant Ladd is an adult individual residing at 1339 Quail Hallow Road, in Hununelstown. Pennsylvania, 17036, which is located in Dauphin County. JURISDICTION AND VEt'UE 12. Subject matter jurisdiction is proper in tlUs Court pursuant to 42 Pa. C.S. q 931 'because the action arises under the laws of the Commonwealth of Pennsylvania and is within the subject matter jurisdiction of this Court, and because Ladd agreed by contract in the Partnership Agreement that he: irrevocably submits to the jurisdiction of any Pennsylvania court ... over any suit, action or proceeding arising out of or relating to [the non-compete provision of the Partnership Agreement] . . . [and] waives, to the fullest extent permitted by law, any objection that [Ladd] may now or hereafter [has] to such jurisdiction or to the venue of such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding has been brought in any inconvenient forum." See Exhibit "A," p. 18. 13. Venue in this Court is proper pursuant to Rule 1006 of the Pennsylvania Rules of Ci,,-il Procedure because Ladd resides in and may be served in this County and a transaction or occurrence out of which Plaintiffs' causes of action arose occurred in this County; and because as noted above, Ladd agreed by contract that "any Pennsylvania Court" was a proper venue for a suit arising out of the non-compete provisions of the Partnership Agre'-TIlent. 5 P.0'3 JU'I 28 200'::: it'::C\O FP Bi PHIlH 215 665 8760 TO 917]78439033 FACTUAL BACKGROUND A. Background of tbe Fox Chase Radiology Centers 14. Fox Chase is engaged in the business of managing various open Magnetic Resonance Imaging ("MRI") centers in the greater tri-state (Pennsylvania, Delaware and New Jersey) area, including a center located in Lebanon Pennsylvania. 15. Over the past several years, Pox Chase formed a number of other entities for the . purpose of providing outpatient MRI reading services at various locations in the Mid-Atlantic region. Included among these entities are Lebanon and Andorra. 16. As the managing and operating entity, Pox Chase employs radiologists to work at its affiliated "MRI facilities. 17. Andorra and Lebanon are and have been affiliates of Fox Chase and are engaged in the same business of providing radiology services to hospitals and out-patient centers. Fox Chase hired radiologists, and assigns them to work at its affiliated MRI facilities. 18. Fox Chase and its affiliates, including Andorra and Lebanon, have invested substantial time, resources and manpower in establishing themselves as a leader in the field of, among other things, providing radiology services to hospitals and out-patient centers. 19. In the radiology business, doctor and hospital relationships are critical for customer referrals. The radiologists employed by Plaintiffs are required to foster relationships with doctors located at hospitals in the areas where affiliated radiology centers, like Andorra and Lebanon, are located. 20. If a radiologist employed by Plaintiffs left and competed directly against Plaintiffs, they could decimate Plaintiffs' business, especially if they leveraged and interfered with the good\vill and strong relationships that those radiologists developed with key referral 6 F.: 0 J J t _ '-/ 2 J 0 5 1 8 : ,~: F P B 1 PHI LA 2:5 565 8750 TO 917178433033 sources, like the doctors and hospitals, while employed by Plaintiffs. 21. Accordingly, to protect their valuable assets and goodwill. mcluding relationships developed with key referral sources, Plaintiffs have radiologists who are employed by them sign non-competE' agreements, either via employment agreements or partnership agreements (in those situations where the radiologists become a partner in an affiliated company). B. Andorra's Contract With Carlisle Medical Center 22. In January 2003, Andorra signed a contract with Carlisle Medical Center to be the exclusive provider of radiology services to Carlisle Medical Center. C. Ladd's Employment With Fox Chase and Andorra 23. In September 2003, Ladd was hired to work as a radiologist for Fox Chase and Andorra. 24. Almost immediately, Ladd was assigned by Fox Chase to work as the primary radiologist at Carlisle Medical Center. 25, During his employment with Fox Chase and Andorra, Ladd also performed radiology services for Lebanon, as described more fully below. 26. During his employment with Fox Chase and Andorra, Ladd was paid a substantial ,sal ary of several hundred thousand dollars a year. D, The Formation of the Lebanon Partnership 17. During 2004, Ladd approached Fox Chase about opening a radiology center in Lebanon. Pennsylvania. 28. According to Ladd, there was a need for a radiology center in this area because of its close proximity to Good Samaritan Hospital ("Good Samaritan"), where Ladd had previously worked as a radiologISt. Thus, Ladd could leverage the relationships he had developed with 7 P. ! 1 jij:.:::8 200~ 18:.~, FP Bi PHILH 215 565 8760 T) 9!7178439833 P . : 2 doctors at Good Samaritan to generate customers for a radiology center in Lebanon, Pennsylvania 29. Ladd also believed that many of the doctors at Carlisle Medical Center treated patients who lived near Lebanon, thus, those doctors who currently referred patients to the Andorra radiology center being operated in Carlisle Medical Center would also refer patients to a radiology center located in Lebanon, Pennsylvania. Thus, Plaintiffs could leverage the strong referral relationships they had developed with doctors at Carlisle Medical Center to generate additional customers for a radiology center in Lebanon, Pennsylvania. 30. Moreover, through his relationships that he had developed with various doctors at Good Samaritan while he was employed as a radiologist and at Carlisle Medical Center while he was employed by Plaintiffs, Ladd indicated a specific ability to generate business for a radiology center in Lebanon, Pennsylvania by obtaining referrals from those doctors for patients who lived in or near the Lebanon area to provide MRI, CT scan, ultrasound and x-ray services. 31. Thus, a critical selling point for opening a radiology center in Lebanon, PeTU1sylvania was Ladd's ability to leverage relationships he had established with key referral sources to generate customers for that center. 32. Based, in part, on Ladd's representations, on October 1,2004, Lebanon Diagnostics Imaging, L.P. was formed, via the execution of a Partnership Agreement. A true and correct copy of the Partnership Agreement is attached hereto, incorporated herein, and marked as Exhibit "A" 33. Ladd agreed to be a limited partner of Lebanon, and signed the Partnership Agreement as a limited partner. See Exhibit "A," p. 35. 34. In recognition of Ladd's already established relationships with key referral 8 .~ ~Q 20C€ i8:4! FP 81 PHILA 2:5 665 8760 r:. 317178~JgaJg P. .:j sources, ine luding doctors at Carlisle Medical Center, and the future imporlance of those referral sources to the success of the Lebanon radiology center, certain duties, resOlctions and obligations, including post-partnership duties, restnctions and obligations, were included in the Partnership Agreement. 35 Under the terms ofthe Partnership Agreement, Ladd agreed to be bound by certain restrictions, including a Covenant Not to Compete with Lebanon. 36. The non-compete specifically covered key referral sources, including Carlisle Medical Center. 37. In particular, paragraph 12(b) of the Partnership Agreement, provides, inter alia (emphasis in on ginal): (b) Noncompetition. Each Parmer agrees that at all times during which the Partner is a Partner, and for a period of two (2) years after such Partner ceases to be a Partner. . . (the "Restricted Period"), each Partner shall not, unless acting pursuant hereto or with written consent of all of the other Partners, directly or indirectly: (i) solicit business from or perform services (including, but not limited to, management services) for any person, company or other entity (other than... in the case of... Chris Ladd, M.D., an Affiliate of the Partnership in which all of the Limited Partners have an ownership interest (collectively, "Excepted Affiliates")) which is or was, at any time (1) while the Partner is still a Partner, if such action is taken while the Partner is still a Partner, or (ii) within the tv.'o (2) year period prior to the date upon which the Partner ceases to be a Partner ... (the "Applicable Period"), a referral source of the Partnership or any Affiliate of the Partnership (including Hospitals (as hereafter defined)...) if such business or services are of the same general character as those engaged in or perfonned by the Partnership or its Affiliates at the time (x) such Partner takes such action, if such action is taken while the Partner is still a Partner, or (y) such Partner ceases to be a Partner, if such action is taken during the Restricted Period but after the Partner ceases to be a Partner... (. . . "Relevant Time"). "Hospitals" means, collectively Community Hospital of Lancaster, Carlisle Regional Medical Center _ _ . or any other acute care facility to 9 JIJ'J 28 2005 18:41 FP BI PHILH 215 S65 876C T() 317178{~J~03g P. 1 ,~ which the Partners, ,.., in their capacities as practicing radiologists for... any other Affiliate of the Partnership, which provides services of the same general character as such entities, provide or provided radiology services; (iv) own, manage) operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise (collectively, "Participate", "Participating" or "Participation" as the context requires) with any business or enterprise (other than Excepted Affiliates) engaged in any business or service of the same general character as those engaged in or performed by the Partnership or any of its Affiliates at the Relevant time." within a fifteen (15) mile radius from the location of any facility of the same general character in which the Partnership or its Affiliates do business. For purposes of clarification, notwithstanding anything to the contrary contained in this Section 12, Partners are not prohibited during or after the Restricte.d Period from .,. OIl) performing services for any hospitals not one of the Hospitals, pro"ided that said hospital does not conduct, offer or provide, directly or through independent contractors, out-patient tvIRI services within 15 miles of an NfR.I Faciljty owned, operated or serviced by the Partnership or any of its Affiliates at the Relevant Time. See Exhibit "A," p. 16 - 18. 38. Ladd expressly acknowledged that the non-compete covenant contained in the , Partnership Agreement is reasonable and necessary for the protection of Lebanon's legitimate business interests, and that any violation of the non-compete covenant would cause substantial, irreparable damage to Lebanon. 39. Ladd also expressly consented to the entry of temporary and permanent injunctive relief to enforce his compliance with the non-competition provisions of the Partnership Agreement. 40. In particular, paragraph 12(c) of the Partnership Agreement provides, inler alia: 10 'ii -:,C 2.J:J~ 1 Q .,71 . '-1 . '-t '- FP 81 PHIL~ 215 5 .; S 8"7 5 0 "T (~I '3,7! 78-1]'303'3 F'. 15 (c) Equitable Relief; Survival. (i) Each Partner acknowledges that the restrictions contained in this Section 12 are, in view of the nature of the business ofthe Partnership, reasonable and necessary to protect the legitimate interests of the Partnership and its Partners, and that any violation of any provision of this Section 12 willresult in irreparable injury to the Partnership. Each Partner also acknowledges that the Partnership shaH be entitled to temporary and permanent injunctive relief, without the necessity of proving actual damages, and to an equitable accounting of all earnings, profits and other benefits arising from any such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Partnership may be entitled. In the event of any such violation, the Partnership shall be entitled t.o commence an action for temporary and permanent injunctive relief and other equitable relief in any court of competent jurisdiction. . . See Exhibit "A," p. 18. 41. The terms of Ladd's participation in the Lebanon partnership, and his duties. restrictions and obligations as set forth in the Partnership Agreement including the non-compete provision. were of such importance to Lebanon that, absent his agreement to abide by such terms, defendant Ladd would not have been allowed to participate in the partnership. 42. Ladd has received substantial benefits as a limited partner of Lebanon. 43. In accordance \vith the terms and conditions of the Partnership Agreement, Ladd 'maintains a capital account with Lebanon, 44. In 2004, Ladd was listed as a partner on Lebanon's federal and state tax returns, and was issued a lRS Schedule K-I (Form 1065) to report his share of current year income, deductions, credits and other items. 45. In 2005, Ladd was listed as Ladd was listed as a partner on Lebanon's federal and state tax returns, and was issued a IRS Schedule K-l (Fonn 1065) to report his share of current year income, deductions, credits and other items. 1 J J Ij ; : 2 S 2 0 C S 1 8 : '.\::: F P B I PHI L H 215 685 876C TO 317178433039 P.16 46. Ladd has signed guarantees, subordination and pledge agreements in his capacity as a partner of Lebanon, 47. Lebanon is an affiliate of Fox Chase. 48. As part of his duties and responsibilities as an employee of Fox Chase and Andorra, Ladd was assigned by Fox Chase to perform services for Lebanon on a weekly basis. 49. As of the date this Complaint is being filed, Ladd continues to be a partner in Lebanon. E, Andorra Terminates Its Contract With Carlisle Medical Center With The Expectation of Negotiating a New Contract 50. Although Andorra wanted to continue providing exclusive radiology services to Carlisle Medical Center. it could not do so under the economic structure of its current contract. 51. Accordingly, in December 2005, Andorra began discussions with executives of Carlisle Medical Center about terminating the parties current contract, and structuring a new agreement that would be beneficial to both parties. 52. On December 23,2002 [CONFlRM DATE WITH CLIENT], Andorra provided formal notice of termination of its contract with Carlisle Medical Center, effective July 7, 2006. 53. By letter dated December 28, 2005 (Exhibit "B"), Andorra followed up on the parties' intent to negotiate a new contract, stating: As a follow up to our very positive and productive meeting earlier this month, I want to reiterate that we would like to continue to provide Professional Radiology Services to CRMC [Carlisle Regional Medical Center], but we can't under the current economic structure. We would gladly execute a new contract immediately if it would include a guarantee provision like the first two years of the current contract contained. Unfortunately, the reimbursement and malpractice environment in Pennsylvania has made a guarantee provision a necessity in radiology contracts I 1001: forward to hearing from you soon. 12 JUti 28 2006 1:3:42 FQ 81 PH!U::' 215 665 8760 TO 917178433039 54. By letter dated February 1, 2006 (Exhibit "e"), Andorra again followed up on the parties' intent to negotiate a new contract, stating: I wanted to follow up on my letter dated December 28, 2005 regarding our termination of Professional Radiology Services. To date we haven't heard anything. I know you are likely overwhelmed with the move to your new location any day now and the Radiology issue may be on the back burner, but we are concemed. As you recall, at our meeting on December 7,2005, there was positive discussion and a sincere expression of serious intent on all party's to engage in substantive discussions early this year. This hasn't happened as of this letter. Even so, we still remain eager and committed to working together, as a true strategic partnership, to craft a meaningful, mutually beneficial radiology services agreement with which we can all move forward. To kick start these negotiations, we would like to place an offer on the table. We would like you to consider a monthly guarantee of S175,OOO a month beginning July 2006 and CRMC would pick up the monthly Nighthawk expense starting the same time period. We feel this is a very fair compromise and significant reduction of the original negotiated guarantee, This good faith offer solidifies our earlier intentions to seriously negotiate a new contract that can work for both parties. We again express our willingness to meet with you as soon as convenient if there is further interest on your part to negotiate an amicable contract. . , . I look forward to hearing from you soon. 55. During the time these letters were being written, Andorra continued to perform services for Carlisle Medical Center, and Ladd continued to be the primary radiologist assigned by Fox Chase and Andorra to Carlisle Medical Center. 56. After not receiving any responses to its letters, Andorra heard that Carlisle Medical Center was expected to initiate a request for proposal ("RFP") process to chose the 13 P. 17 jlJt 28 2006 18:42 FP BI PHILA 215 665 8760 -0 91~1784390J3 P.18 exclusive provider of radiological services to Carl1s1e Medical Center after Andorra's contract terminated on July 7, 2006. 57. A.ndorra indicated to Carlisle Medical Center its intent and interest in submitting a proposal in response to any RFP that was issued by Carlisle Medical Center. 58, Like all other overtures to Carlisle Medical center to engage in discussions about a , new contract, all of which was knovvn to Ladd, Carlisle Medical Center did not respond to Andorra. 59. Upon information and beljef, no other radiology services provider - other than Ladd, as detailed below - sought to engage Carlisle Medical Center in similar discussions. 60. At all relevant times, Ladd had knowledge of the status of Andorra's contract with Carlisle Medical Center, and of Andorra's efforts to negotiate a new contract with Carlisle Medical Center. F, Ladd Terminates His Employment With Fox Chase and Andorra, Stating His "Post Carlisle" Plans Are "Uncommitted" 61. On Apri113, 2006, Ladd suddenly resigned from Fox Chase and Andorra, via an e-mail titled, "Post Carlisle." 62. In that e-mail (Exhibit liD"), Ladd wrote: Subject: Post Carlisle Hi Michael, Thanks for the kind words today. I have decided to be uncommitted after the Carlisle contract expires (June 30 I thinK[sicJ?). Having talked to locums companies and local groups, there are solutions for me in the area that I need to consider. I don't want to jump into anything now, but I need 10 make plans and to stay revenue neutral. Perhaps most importantly, I have reached a point where I desire to work for myself. With these things in mind, any availability after June 30th would 14 jUt; =:e. ::;00~ :8:4:] FP st PHllH 215 665 8760 -0 31~178433033 P. 1 '3 have to be on a per-diem basis. Assuming my malpractice policy does not prohibit free-lancing, I would continue the policy at my own expense. I would COBRA my health insurance. I realize that I have to give \vritten notice. I am willing to do that now, or I wuld wait. In order to wait, I would need an assurance that the 90 day notification will be waived under these circumstances. I have no ill will or regrets of any kind. Thank you again, Chris. 63. Bye-mail dated April 17, 2006, Fox Chase and Andorra wrote back, reminding Ladd of the non-compete obligations of the Partnership Agreement. See Exhibit "D." 64. In response, bye-mail dated April 17 ,2006 (see Exhibit "D"), Ladd wrote back: Please consider my e-mail ofthursday [sic], April 13th as notice of termination of employment. . . . 65- After providing notice of his termination of his employment, Ladd continued to work for Fox Chase and Andorra, and is still doing so as of the date this Complaint is being filed. 66. After providing notice ofms termination of his emplo)ment, Ladd continued to draw a salary from Fox Chase and Andorra, and is still doing so, as of the date this Complaint is being filed. 67. After providing notice of his termination of employment, Ladd continued to serve as the principal radiologist assigned by Fox Chase and Andorra to the Carlisle Medical Center, and is still doing so, as of the date this Complaint is being filed. 68. After providing notice of his tennination of employment. Ladd continued to serve as a partner of Lebanon, and to date, remains a partner of Lebanon. G, While Still Employed By Fox Chase and Andorra, and Still a Partner in Lebanon, Ladd Has Negotiated An Agreement To Compete Against Them By Providing Radiology Services Directly to Carlisle Medical Center Beginning July 8,2006 15 J !j! i ~ 8 ~ J 0 ~ ! 8 :-l] F P B J PHI L A 2:5 665 8760 TO 317173439039 69. Upon information and belief. while still employed by Fox Chase and Andorra, and while still a partner in Lebanon, Ladd began negotiating an agreement to begin competing against Fox Chase, A'1dorra and Lebanon, by providing radiology services to the Carlisle Medical Center upon the conclusion of Andorra's contract (July 7, 2006). 70. Upon information and belief, Ladd has reached an agreement with Carlisle Medical Center to provide radiology services to Carlisle Medical Center. 71. Upon information and belief, beginning on July 8, 2006, Ladd will begin providing radiology services directly to Carlisle Medical Center. 72. Upon information and belief, Ladd and Carlisle had been engagjng In discussions during the same period that Andorra sought to renegotiate its contract with Carlisle Medical Center. 73. Upon information and belief, Carlisle Medical Center refused to talk with Andorra about a new contract because of Carlisle Medical Center's discussions with Ladd about perfomling the same service; after Andorra's contract tem1inated on July 7, 2006. . 74. By engaging in this conduct, Ladd has breached the non-compete provisions of the , Partnership Agreement. 75. By engaging in this conduct, Ladd has robbed Lebanon. Fox Chase and Andorra of a ....aluable corporate opportunity. 76. By engaging in this conduct, Ladd has breached his common law duty of loyalty to Fox Chase and Andorra. 77. Had Fox Chase and Andorra not hired Ladd and assiened him as the primary radiologist to Carlisle Medical Center, Ladd would never have had the opportunity to bid on, let alone obtain. the right to provide radiology services to Carlisle Medical Center. 16 P.2iJ :ijt, ::>3 2006 18:4:] FP 81 PHILH 2 1 '5 56'5 8? 5 0 - ':' '3 i -: 1 ? 8..:; :] '3 0:3'3 P.21 78 Ladd used the contacts he obta1ned while in Fox Chase's and Andorra's employ and as a Lebanon partner to engage in discussions which effectively undercut Andorra's ability to negotiate a new agreement with Carlisle Medical Center. 79. The non-compete provisions of the Partnership Agreement are critical to the protection of Lebanon's legitimate business interests, including Ladd's relationships with key referral courses at Carlisle Medical Center, all of which were fostered and developed while ladd was employed by Plaintiffs, 80. Ladd has caused damages to Lebanon, Fox Chase and Andorra, by usurping this corporate opportunity from them. S I Ladd's new position with Carlisle Medical Center poses a reaJ, immediate and substantial threat of irreparable harm to Lebanon. 82, In his new position with Carlisle Medical Center, Ladd will be acting in competition with Lebanon, Fox Chase and Andorra. 83. By letter dated June 20, 2006 (Exhibit "E"), Lebanon notified Ladd that ifhe provided services to Carlisle Medical Center after July 7, 2006. either directly or as an employee, subcontractor or agent of another group. he would be in direct violation of his non-compete agreement with Lebanon. 84. In response to that letter, Ladd stated he did not believe the non-compete provisions of the Partnership Agreement prevented him from providing radiology services to Carlisle Medical Center. COUNT I - For PreliminarY aDd Permanent Injunctive Relief (Lebanon ,,_ Ladd) 85. All preceding paragraphs are incorporated by reference and made a part hereof. 86. Lebanon has suffered, is currently suffering, and will continue to suffer irreparable 17 JIj', .::~: 2DO'; l e: 4.~ FP B I PH! '...H 215 665 8760 TC 917178439033 P -.-. ...::..:. harm as a result of Ladd's violations of his restrictive covenant. 87. Ladd will suffer no harm as the result of a grant of a preliminary injunction directing Ladd to refrain from his unlawful activities, as he agreed by contract not to engage in such activities. 88. There is a substantial likelihood that Lebanon will succeed on the merits of its claims against Ladd for, inter alia, breach of contract. 89. The public interest favors the entry of an injunction against Ladd to enforce the . valid Partnership Agreement and to protect Lebanon's legitimate business interests. WHEREFORE, Plaintiffs request that the Court grant the relief requested in the Prayer for Relief below. COUNT II - Breach of Contract (Lebanon v. Ladd) 90. All preceding paragraphs are incorporated by reference and made a part hereof 91. The Partnership Agreement constitutes a valid and enforceable contract. 92. Pursuant to the Partnership Agreement, Ladd was obligated to abide by certain ,restrictive covenants. 93. Ladd has breached and is continuing to breach his obligations under Paragraph 12 of the Partnership Agreement. 94. As a direct and proximate result of Ladd's breach of contract, Lebanon has been damaged in an amount yet to be determined., but which exceeds the sum of SSO,OOO, exclusive of interests, costs, and fees. WHEREFORE. Plaintiffs request that the Court grant the reliefrequested in the Prayer for Reliefbelow. 18 j ,." ~. a ::: L] 0 ~ 1 8 : ..).j F P B I PHI L H 215 6E5 8760 TO 317178439033 P.2:] COUNT III . Anticipatorv Breach of Contract (Lebanon v. Ladd) 95 All preceding paragraphs are incorporated by reference and made a part hereof. 96. By his actions and conduct, Ladd has unequivocally indicated that he intends to begin providing radiology services to Carlisle Medical Center beginning July 8, 2006, which constih1tes an anticipatory breach of the non-competition terms of the Partnership Agreement. WHEREFORE, Plaintiffs request that the Court grant the relief requested in the Prayer for Relief below. COUNT IV - Breach of Common Law Duty of Loyalty (plaintiffs Y. Ladd) 97. All preceding paragraphs are incorporated by reference and made a pan hereof. 98. Vv'hile employed by Fox Chase and Andorra. Ladd owed duties of loyalty, confidence and good faith and fair dealing to them during his employment with them. 99. While a partner of Lebanon, Ladd owed duties ofloyalty, confidence and good faith and fair dealing to Lebanon. 100. By engaging in the activities and practices described herein, Ladd has breached these duties that were owed to Plaintiffs. 101. Ladd's conduct was willful, malicious, wanton, intentional, unprivileged, unjustifiable and surreptitious, and it has been and is the direct and proximate cause of immediate and irreparable hann as well as money damages to Plaintiffs in an amount to be determined at tri a 1. vVHEREFORE, Plaintiffs request that the Court grant the relief requested in the Prayer for Reliefbelow. 19 ii_it: 2(<';0 18:.cl.1 FP 91 PHILH 215 ;65 8760 TO 917178433039 P.2..;\ COUNT V - Unfair Competition (Plaintiffs v. Ladd) 102. All preceding paragraphs are incorporated by reference and made a part hereo f. 103. By engaging in the conduct described above, Ladd has engaged in unfair competition with Plaintiffs. 104. Ladd's conduct is willful, intentional, unprivileged and in reckless disregard of Plaintiffs' rights, and has caused and will continue to cause irreparable hann as well as monetary damages to Plaintiffs. 'VHEREFORE, Plaintiffs request that the Court grant the relief requested in the Prayer for Reliefbelow. COUNT VI - Un iust Enrichment (plaintiffs v. Ladd) 105. All preceding paragraphS are incorporated by reference and made a part hereof. 106. By engaging in the activities and practices described herein, Ladd has benefited at Plaimi ffs' expense, and has or will become unjustly enriched. 107. Plaintiffs will suffer an injustice if Ladd is allowed to retain the substantial benefits he has received without providing restitution to Plaintiffs. WHEREFORE, Plaintiffs request that the Court grant the relief requested in the Prayer for Reliefbelow. PRAYER FOR RELIEF Wl-lEREFORE, Plaintiffs pray for: 1. An Order requiring Ladd to make an accounting to Plaintiffs for all fees and other income which he has received, or is expected to receive in the future, from any source resulting from his breach of the non-competition provision of the Partnership Agreement and wrongful 20 j U' I .::: 8 200 S 1 8 : '-!-! F R B! PHI L H 21~ 655 8760 TO ~17178~J30]S activi ties. 2. A preliminary a!ld!or permanent injunction against Ladd, his agents, servants, employees, consultants, attorneys, successors and assigns, and any other individual within his control or supervision, and all other persons or entities acting in concert or on his behalf or 'participating with him, as follows: a) A preliminary injunction until further Order of this Court enjoining Ladd from directly or indirectly soliciting business from or performing services (including, but not limited to, managemem services) for any person, company or other entity which is or was, at any time a referral source of the Lebanon or any Affiliate of Lebanon, including without limitation, the Carlisle Regional Medical Center or any other acute care facility, if such business or services are of the same general character as those engaged in or performed by Lebanon, or its Affiliates, including Fox Chase and Andorra; b) A preliminary injunction until further Order of this Court, enjoining Ladd from directly or indirectly providing radiology services to Carlisle Regional Medical Center. eimer as an employee. subcontractor or agent of another entity; and c) A preliminary injunction until further Order of this Court enjoining Ladd from aiding, abetting or encouraging any other persons or entities to do any of the aforementioned acts, and from effecting any assignments or transfers, forming or operating new entities or affiliations, or utilizing any other device for the purpose of avoiding the directives set forth herein. 3. A judgment in Plaintiffs' favor and against Ladd for any and all fonns of compensatory damages, including for, inter alia: his material breaches of the Partnership Agreement; all money derived as a result of activities in breach of his duty of loyalty owe.d to Plaintiffs; all monies derived as a result of his unfair competition and usurpation of corporate opportunities; and restitution for his unjust and improper activities. 21 p. 2~' .. ..:....~ "---=-- FP Bi F'HiL':' 21 S t,5S :~ ,'~U '~ 1 -. l -::j.~ J '3 D :-;. '3 4. A judgment in Plaintiffs' favor and against Ladd for all forms of exemplary and punitive damages, based on Ladd's willful, intentional a...'1d maljcious conduct. ) Costs of this action 6. Attorneys fees as allowed by law. /. Prejudgment interest as allowed by law. 8. Any oL'ler relief this Court deems just, equitable and proper. Respectfully submitted, OLL P.c. - Paul D. einer 1 35 Market Street, 14th Floor Philadelphia, Permsylvania 19103 215-665-8700 (Phone) 215-665-5760 (Fax) weinerpd@bipc.com Attorneys for Plaintiffs Dated: June2f:'2006 22 ". :- = , . ~-' .' '. .~- - - _.' - - c. . _ ~ i==' !:,.! PH;LH :1': s;c: oj ..~,U oJ . " ; -, 8 '.::~ '3 0 J= VERIflCA nON 1. Michael Carr, hereby certifY under penalty of peIjury that [ am authorized to execute this verification on behalf of Plaintiffs, and that the fact5 set forth in the foregoing Veri6ed Complaint are true and correct to the best of my knowledge, information and belief I undcrrumd thaI the nBttments road!: herein are made subject to the penalties of 18 Pa.C S. ~ 4904, relating to UrtlWom fuJgificarioo to authorities ~~ ---=' MICHAEL , Dated: June ~ 2006 2J , , ~ - ~- -- - . ::-:: ..1 =- cp B1 PHiLH 215 555 8~50 T;:: '3i717~,~J30J3 Exhibit "A" P.~8 . ,-' ..:..~ ,_, -:.. r- _J.......- B I PHI L H 215 ~~~ 8~;O Tf- 317i~8,~:J30Jg .. I LI!JUTED PARTNERSHIP AGREEMENT OF LEBANON DIAGNOSTIC ilv1AGTNG, LP. J1{!S LIMITED PARTNERSHIP AGREEMENT {this !rb-freeJl1l!nt~)!us been executed ?J.ld r:n;J.dc effective this i ,~ day of Oc.fJ.,./ --' 2004 (the ~Effecti"~ Date") by and. amoo3 Tri-Sta:e G.P.. LtC, a Delaware limited liability company, as the g~eral p.~"Q1er . (be~ill.aftcr referred to as the "General pa.rtJ)er") and George J. Broder, M.D., M.lcnacl R Gill, :\,1.D.. Wi.lliarn H. HartZ, M.D., Philip 1. Moldofsky, M.D, Jay S. Roset:blum, M.D., Kenneth L Brumbcif;cr, M,D" Mjchael Ca..rr, Judidl Wolfstein, M.D., Ernest: CampED.o....o. M.D. and Chris LadJ, M.D. as the limited partners (h.crejnafter colle:tively referred 10 as me "Limited r~rnl c rs ") (the General Partner and the Lim ited parmers are sorn.etimes b.crc i.n2it~ rdcrred 10 co 11 cct.:vd y as the "1'.rt:n eN If) . ~SSETH: 1. [prmation of Limited P.artne:rSh.i.u. (a) 'f!\e penies hereto hereby foniJ. a limited partnership (herein2f...e-r refmed to as d1e "partnersbi.Q"), pursuant to ~c Penn..o;ylvarria Revised Uniform Lirni1ed parmersbip Act (the" Act''). and agree to c~tcUte :JJl instI"llments and documents in addition to this AgrCCIDeJJt which may be n~cssary 10 comply willi the requittmCDts of the A.ct, (D) Upon the admission of a person,corpoI':ition or .partnership 2$ a Parma aT subsrinnc Parmer, such ~rsoll, ~rpor:ltion or pannersbip shall be: registered on the . records of the partne:tship as a Linri1ed Parmer or a General Parmer, as the case may be, togetb::r wiili his or itS addrcS5, his'c;Jt its Perccntage Intcrc!I (ns defined in Subsection 7(a)(ii)) and his or its, or his or itS trarisfaor's, a2...gregate contributions to c.ap:ta1 of me Pa.'tlcrsbip. Eacl:i. person, corporation or p~nhJp registered as a holder of rec('rd of a Per<:.e!:tage Interest in tbe Partnersbip sball continue to be the bolder of :ecord of such percenu.gclD.tereS1 until noclicatioD of the trnllsfer of such Percentage Interest is gi~ in a.ccordance with the cermsofthis Agreement; provided that such tranSfer is in accordanc:: with the terms and COPditiOrul of this AgreemE:UL A holder of record shall be entitled 10 all diS!Tibutions and all allocations ofP~~~jp profits and losses with respect to the P~cenugc Interest registered in his or its name and to all other nghts of a limited Parmer OT General Partner, as the case may be. until his or its rights jJl sucn perc.cmage Interest.have been transferred in accordance: with this Agree:ncnt and the: General partner notificd as required herein. The partJ)(::fsb.ip shall Lot be affected by any notice or lcncwlcdgc of uansfe:r of my interest i.:l any Percentage IntereSt, except a5 expressly Fo...-ided in ScctiOTJS 1.4, ] 6 or 17 hereof. The payment to the holder of n:cord of any ,:, -::~ . ..... -' - -; -,:: ~:- i=" F 8 I F'H!L;':' 2lS 555 8~60 ;.1 31717g.~J'30J3 ii s':iboOt:: .",m respect to ,uet. P:rcCIl~C: l.Dtere'>l sb;,jJ rusc':la...-gc tt.e pa.\lJ~r-lu f,'~ ooli ~on;; m rc:~peCl tl:m;lG. 2 ~ a.-,d A.dGt~~!.. Th! n,arrc d tbe Part:leJ:sbp sh<:.H 'DC ~banon Di~()sti,: :rr,a:ri.."lll, L P., ane it:; pnn.crp2.1 otOre (the "[rind,?:!.1 Offi.c~") ~haJl kilL 8'20 fox ~b:lS~ RO:lr1, ~.C'".ilr.~ti.e., P ~~1''':ui~1. 190/16 r,T such ower 'Place :is tIle Genm:J P2!"';llQ may d<=ilp8:: ufCoil I~(} (10) Cz)'3' ','I,i;.~1) notic~ " I tl'>~ Li.'1lited P3IUJi!J'$. ~. (a) The purpcse ot tb1s p2..'1IJ.ersbiv b to ~i) c~ o~ 6e.btlSull.:S.s of C'~g :wi Opl.T'l1ing a. facilirr v.<t.ich pdoI!Jl< f.l r.miC cf d.i;J.gOOgnc l!!l391::: 5Cf"IT1.:e:: (u) enter ;JlIa c:::r'.ai.n profe:;sional, man2gt:1Jld1t and adm.i.iJi~3.tive ser.r1ce Cl.JJlUZl~, (m) le:l$\l a bLii&.g A:ld :cuipOle:1t ~.d oth.er.-'i~ io.-,>est the p1tUley;;hi?'s ~so~ccs 1:1 ord.e.r tD nTmol.CC sucb set"'-i.ces (IN bu;ldir.~ lC:l5: a-cd equipme~lt ar;J 2JJY oue;" 1.1l'.'e~e!lt dr~ hc=:.i.l'la:ic:r eoU,~cci\lr.1y referred to ~ th~ "Pllrtne~h1P Prr1\J~rTY.), Eltld Ii'.') cng~",i:J .my relat:d or umc1.a1e:d bU5inc~ !lctl'.~iie!: pemlluee b) ]?W (b) Jlle PaIU:lI::T'3I1iD sWl be: Iluthor'~d to d.o whz.Il":Vt., is rt;q'J:=d to c:l!'ryon :he bU!:~/';sS or th:: P;L-mership 2lld art.1ln lts objectlws. 4. ilmb Th13 P:u:III'J.....j ';J) ~h~lI COlD...'1:e11ce 3.!: of the rialt' hen:llf and ~tl.U continue f,)T a pen ad of 1irry (30) year:'. unl c~, ,ooner t~ted pu.....su;mr. t:.I .lIe PfO-.1Siow hereOf. .s. 1<"1l6oLocy Fee. The P~rLl1t:, S agrc~ {Ollt B rCld.1~lo~y f~e CQ1J:l\ in 15% of the C<l!Jccteci Revenues (:IS berei.naflt::r dr:fi n.:rl)ElIlJ be P3YClbLe to F o:'t Cl1ase M.:rlical Ccnta I0ldiolog) ,~ci3I~b, P .C., " Pe:r1n;ylvania profc:;sio:r.d corporation ("WiolJn!'v PC). in c:o:char,ac [or Lhe pTOvi:..i.OD \)y Rzdiolog'j PC ofI:J.diology ~cI"'i[r.< to 1M Pl!Itl:lCf'Jhi~ it!. ~r.coi-,:Iu>c~ v.oitn Ule: .;;;ci.stUlg agre~~t, ~ p}'lllCtlI or 'JIlJ id, f~ 1lJ)d the provi!ioll of which ::crvja~ wi!: I:.cmcmoris.!1zt.a in 3. wrirrrn p;oro~llr.al ~cc5!rfiL1101o~ 2g1'eemml (11.1' Trofcs:\)oul Ser-'icl!~/R:Idio~o~ .Acrre~m.J:.:lJ'). "Collected ReYe;t@~' mall m<:':Hl .'<.E rccci,ts fro~ opcntionS and use of asSC::1.'i rt:lXi..o.1 by the. rar.I1eT:ill:p and aD otbe: i:JJ'lJI1IC receipt::l. or ~~ rec~iv~d by the pl\!tJ'l::rship ill the cour2e or the cond1.:.c.t of it.; bllsi.::=. The Parto.cr.; be:reby :lcr..nowledge and ~g:ro: that (1) the Profes:;ion1l Savicr:s/RAdi.olog'j A~~:.mCllt JhaL pruv:de tl1Jl !be Bow] uf O:.rccto~ ofRad.:ologv PC shll.l1 C<=tmriDc ill it.q ~Ic di3crCti!'>O wh1cn rUiolcgi~ plly~ician5 will pcrtorlI1 the radiolog ~~ce~; and (ii) tuei, .staru5 as P3T'llcrs dOes IlOt confer w,cr. thee:. or ouc:rwise ~.Dt!':e ~ tho: rigi'llo provide or p:norm the rniio!ng:i St:/ v1C(."3 tor or to the ?~~e.rship 0;: rC'f"rj\,e. radiok,gy [0:5 for sur.o services. }.:':Jtwitk';ll"EDg the fc.r~gniDZ Tn.. r~diu'o~i:.l ?L.Y~i"i.m.5 dcs:.gre.!e.d bj' the Bo~ of DirCt.:l01> ',la;l, b<Jt nc::d not fi) ~ a r ;1T,j L::~ P.aruJCT of t~c Pc...-mcr.ship; (ii) be an offker, dirn :Uf, l!)CTT.bcr. manager or . cml'loyc~ ot R:.diolof:Y PC; OT (ui) have any ottt=!' pr::~x.i~tir.g rc~atc~hip ~ith P~dioloaY PC elf me P::mnerSIDP, 6, 0:.J2i1::ll contribution:;. C') An. i.ndjvidu:1l C9.p1t1l Meouot (3~ dtfuc.d in 3u\":;c..:.:i')Q 6(c) below) ;bllll be ;nci:lui..c.ec:1 tor~!l.Cn P:aJ1D.ET, to 1,"..bIen C:1pital CoCluibutior~~ (Il.:! hc:-..-wJlt.er cefi.oej) =d Of'oflt3 shall hI" I:T~nitcd. a.nd to ...mkh ....-ithd...."wal~. dlstnbuuons arId losses ~ha1.ll>e z p :: c P~!L-G S~~ , .-, .-. ~,.- - _ S I~ cebu:G In all e......eots. Ce.pit.1i A(cOQU ~ha!l b~ det...":l:J.i:Jd a....,j oo.inw.j;:~d i~, . , .- R t. 7C' 1(b)("," \ "1'^.....1l]1 <-'-''-Jrdancc '>'-'lUl me FrcV1S"O~ 0: LTe~, c;,',;' "-' "._),lV;~' . ~Dtr1bu~" IDF.:W( tne una! a;'ll~U1lT of c2Sn ;t.,d ille f.:ir Oll!'ket Y3.1U: ufaL; otrJeT ~ce c(.nU'rou:~ LO the ?artneE-w:; by a P~rm!.::', lncJ<;d..:;)g ttx.e Ccr:.S1 b1JDvn:; p..r::~ :.c Suwctioos 6(dj end (f) (do"; (b) (Re<;i>!ved]. (c) [Rc~CT'i.:d]. (Co) Addiu(l;}al C':Plte.J Ccmoiburio.~. (i} To th~ exten, thc Part.ncr:;hip reqUl.o~S [i.J.:'(.:. i.:l ~:c~~ of rud.l fJn~ as ~ pa...'1IleI'>hip m~y borrow from bar.l0 uC omer !i1!l1leial iLsTir-ll:C:U5, the G~;u P.<,'JIC! ma the l.i::DiLed pw:;:~ ~b.Ll bc obl.i~:U.et I:) pr)'I.;h all $:.1C1: ~ahio:J2l SUC1S pro n~ ill ~ccor:i~!lCf willi llicir i0...3peCtlvC Perc.eni"'tC h[CTC:'~:' (dJ..: "~dditiQlIAI Coplt:d Cr>nuihurio.l.1.5'), prO'Vla:'d U:!! ~~ 10t::1 amounl of A,!diti,jGzl CapitiJ Cc.nt:ibv.tiom <-flY Parma \'<-w b~ required 10 m~h in ~ a.g2J'cgatc uJlcic:r tl:.i.s suoyniun (d) of th.i3 Secticn 6 ove:nic:::ullrc ,CTT:l of tl:~ p3rtncdrip ~hill no! n.-:r.r-c S5G,OOO. The .:!.elermJ.n2DOD of wh~er Additior;aJ Cllpi~ Concri.bu;:i!:1'1< afe ;:couircd for tOI.: b~~s~ of L3t PartnerJb.1p, !be ~O,:1ocnr tierer.f, and whetbcr such :;1.lIIl.S sb.ill ::le b01TO'1.'?o. colltributcG. ill ~h te we p;uID?!shiF or'Lf\ thc foWl of:l gu.-.::mry (,.~ Sc:l for1b below J.!I. thi$ SeGinu 6( G)(j) (ill subject to the t)IJ,OOO lJ.rrJt.etion), ~b,;jl be rr.ai.c by t1:le Gr~raJ f'a.r:ncr The In:ncral p~er sb3.1J d~:I!LinL: [be :imc mil xiAn.ner ofp;iFnC-Ol 01 such ,\ddinonaJ C3pit3l C ooti.b,! ions. A1:Jy suet. ?cdJe :m.aJ C:<pil:d 1 Cu!l.t.'ibu-001J5 mile.: ill. tile fon:n of ]nn~ shall be cn tdJ'lm re:3SOoably r::1.atc.G 1.0 'tb~ the:o prev:liliI::g [=~ ;;['ld con6ricrr~ In the ~~er:i b1J~i,,(.;~s mrl tinwe!3l ~ of th~ pumer-ship Prupc::ry. If lb.!; GeT,.6J:2l ?:lI1J:j;f Jt:r'':lTIrinc, tMl addi-joo21 c..lFiTll~ i~ ne~ded i'.D.1 thee funds therefor C3.D be boir,.Iw:d, wit:, p~or::J. gwrrantl'1"S of [] H~ Par[;JC[S, tbe Parttcr.; ::.g;r:~ ';lJ '=QO~r~f<: i1nd provide :;1..!ch ~~O!laJ V1Jrall[~~~. An:,i SU~ Ad.ditio'G31 Capiw CDntrihu!100.s, w.h....'.1.:'ler i::l me fOB {If a coou-:'t:ucon, loa; OT ;-~,ee, shaU i:Jr: Jecm:ci La corct.\Ute g.ddlnonJl (' A;,ital ContnDUwCOS. (ii) J1). L'le (:veDt :hat a P":TrlCr fail: to eontr:bute :Jl o. <lDY portio!: of such f'.rrt:1er'S ~ of;l.O} A3J.ir.cJnD.1 Cllplta ContribuLioD lCfj" i ,cd ucdcr ~,ecion 6(d)(i) aboY<: (oJ ":rxbultin~ 1'1Irtn~t' md:l "De[;wl(t:rl Addirionnl C!ltllUl ('1JI11 ril,u (;on". rt3pcctvely). fA} tbe non-lkf"i1lting PilltDer:: sh3J1 h;v'~ Tne opci<.T!l, ;)10 rau ~ their eJection, l.C comribult.:, ;11 the !Fpliwbk torm, tis pro- ~ shar: (b~ed Or. tl:e r~pc:tl',!c PCIL~ll'''ee Jl)[~5ts of ol1 of the !Jon. dcbultiTJ?: Pat'..r.cr.:) oftha Ddau!trr:i AdJ:riocaJ C3.p~w1 Comribu:.:ior: \U lee Partn=r3hip; !!11d (.'8) ;:be P'::;'C~Ol"t:~ Tr,terests of all of the P::J.flLer; willi:': rc~Cll131r.d pm r:l12 to (:>:) rd].:d d. rcd';ctior. ill t:)1! P.~e;Jtag~ 1":1l::\ eS1 :..cld 't'" Ll,~ Def;lT:lring limited Pe.r'.nc:- a.:; d.eterol::l~~ b :!Ccorl:r.nc(: willi Section . f'i(<1)(iiXA) below;:wd (y) EU:l Jncn::1Se in the Fcrc=~e Intcregt:1 beld by tb~ :JOT:- &fcub.r.~ PZlItTi~S ~ Gderr::li:lcC in ar:n.rJ.mce v,;th 8c.:bOn 6(d)<:i.i)(B) or (Ci below; ~ 2ppccabk Norw:1.l1bI.auCW; d.ll~-tl1.iN tc the coc=;o r(l['LJ.:Jled h::~u:, 3 :: 0- C:::- 1:: ~.f:::: =- :-: "':! ...:-1 .,. ~ nothing shall pTc..a~ the P2-"1n~S from o.gr2clilg to Don-pro r2:d coniTlt:JUuons 01- tee Additional Cap:ul COD'"Iiburions, how ili~ Part::cr5 ",ill cov<=! my Dcfauh:2 /',ddltional Capital ContnbutiOr3 (as ccrermi:led bytbe-non--defauJting Pa.-m~s), or how thE: Dilut~d Perc::nragc Int:rest (as deUJ)ed in SecnoTl 6(d)(ii)(A) below) mi2 be apportioned among the non-defaulting PartDers, even if inconsiStent v,lith tte provisions Set forth iJ:t Lhis SecLion 6(d). (,A.) The Def31Jltin.g Parmer's Percentage 1"terc5t v.ill be reduced by sub113Cting from sl~ch Panner's Pe:rc~t3gc Interest the prOCuCl of (I) such Defauiting Parmer's percentage Interest; pul rip1i~ (IT) the amount of the Ddaulled Additional Capital Coow:ibutiou; dividc:.d by (III) the sum of me u'1en current balanc~ of such Defaulting Parmer's Capital Account plus the amount of me DefauJ1I::d'Additional C2.pital Contribution (SecTIon 6(d)(ii)(A)(I) - (Ill) to be referred to as the "Diluted Perc.enb.!!e Intere_in. (B) 1-1 tile t:ve:t:ll j)at Done of the l:'.oo-defalllting PiL.'1J1~ electS to contribute its pro-rata share of the Defaulted Additioocl Capital Conrribution, or every non-cef.aulting p2I'lJ].er elects to conmbme its pro- rata share ofm.:: Default~d l',dditiOllal Capital Contribution, men exh sucb Don-defaulting p9IUler'sPerctutage Imere51 v.ill Ix i.ricr~ascd by each p:lrtD.er's pro-rata share (based OD respective Percenug~ Interest) of the Diluted Percentage Int~est. (C) In the evenT iliar one or more, b,,1'! lc:ss than all, of the Don- defaulting Partners elects to contribute its pro-rata share of the Dcf.1ulw:l Additional Capilli Couuibutioo.., thel). l:ach non--iefaulti.ng PartIlds Per~ntage Interest will be increased by adding 10 such Partner's Percentage Interest the product of (I) the Di; utcd Percentage Trrterrst; lJlu1tipli~ (IT) the IOta! amount of Additional Capiul Contributio:lS rn...1de by such partner (rdating to the specific request by the parmershi.p pursuaot to which there was G Defaulted Addi-cioD3l Capit2..! ContnDUtlon). including chcamount contributed by s'Jcb p3ftDef to :OVCf b.is pro I7ll sh3!e of the Defaulted Additional Capital Coorribution, if any: di..;ded..bY (III) the toW amount of Additional Capit1l Contribt.Iti OD.5 mark by aU of the Parmers (rel.atin~ to the speci:fic. rc:qwest by the Paroers!:ip pursuant to which there WJ.S a Defaulted Additional Capital Contribution), including the nmountS cornributed by tbe pa..-mer5 to cover :heir pro rat.s. share: of Lbe Defaulted Additional Capi.tal Contribution. - (e) "C:lt)j~1 ACl;ount" mCil11S. as to any Pzumcr, the Capit3.l Contributions aCTUally oade by such p.artner, plus the sum of (i) all profitS alloc.a.:e.d to such partner. md (li) any partnership liabilities assumed by sucb 'Partner (or ",..:b.icb 2re secured bv . Parincrsr..ip propert)" diStributed to such Pa...mer), and c:lln~ the ~um of (i) all losse~ illocatcd to such Fanner, :md (ii) the amount of :noney and the fair mark~t value: of all FartO'$bip propt-'rty di.sui~uted to such Partner: It is intcrldd 1J;<i.t tbe C.:lpital Accounts of all Parmers shaD be maintaiDe::l. in compliance 'with the provisions of Tr~as_ Reg. 9 4 ::. ...... ,,~. ___. c,;l:~;; -.:., c:: ~. S ': :-. ,:...; j. 70-;-! (b) and ell p;:ovisions of wi:; Agr~emtnl rcl2!ir:g to t.l,e rr:-ir,tc!lanCt of Capita} Accounts sh2.1J be b:crpretcd Me. applied in a manner consisreJlt ':-.ith suet regulations. (f) In arlditioD t':i aDY Capiul ContriburioD made pUf)Ua!lt to Se.ctiOD 6(d) hcre~ jJj the t:VeTit that, 3.1ld Of'Jy in the event toal the Parm:rsblp defaults -with rcspeC! TO, 3J1d is unable to repay to the Lender (as sucb term is dciiDed :n Section 6(g) bdow) in iull, the first Sl,500,OOO Qfpayment5 due from me parmership ancr me Effective Date (the "Post Execution Initial Pav-m.C11l::" and the portion of such Post E.;r.ccution Initial PaymcD1.5 wh.icb tbe p2.J1:l).e~hip defaults on or is w:.able to repay, the "Defauhf':d Initial L:i'rmeUL A,-nount") under the t:i.nan.c.i.ng (as sLich re.nn is defined ill Section 6(g) below), C3cl1 oftl',e Linitcd PartJ:lCT5 sball be obligated and personally liable 10 o.akc: additional (apical Contributions w the capital of the partnership in the amount of sucb LiUllted P2.ftrlct'5 pro-rau shJIe, as determined by t.h.e Partner'S Percentage Int~e~n m me pa.~ership, of tile Defaulted Init:i31 Payment AroOl.1J)L Any a'Cd 2.11 p2yIDentS m3..C!e by DC pa".-mersmp or the ParmeTS to tl:.e Lencia, which arz alloQted to, and ill satisfaction of, the Post Execution l11itial Payme:nt5 in accordaDee with the terms of the Fimucing, shall p;ducc, 00 3. dollar-for-dollar b::J.Sis, each Li.roi:ed Parmer's liabiJ5ry and obligations under 1his Section 6(f) on a pro-r:u.a basis, as deter;:nined. by each Li.nited Pat".ne.r'S Pl:rceouge Tnlert:.St in th.e PaTU1ersbip UpolJ:be satisfaction alld rcpa.yrnem in full to tbe Lender of1he pos. Execution In.i:iaJ Payments, the Limited Parmer.s' liabiJity :md obligations und::r ,,">is Section 6(f) sb.3l1 c~ 10 exiSt and be null und void. A Limited partnds DbJj~arion under this Section 6(f) ghall be ~ and nOl joint. In the event 3..11; Lmiled parmer is required to make: any payments pursuant to this Se-ctiOD 6(f), wh~..ber to tJle Partnership or Ihe Lender, t..~e Limited Parmer shall b:1VE: DO right to recover such p:iymcJ)t.5 from any peI:.QD., including the Gener.aJ Partn~r or the Parmetsbip, Each Limited partner acknowledges th3t., oOlwithscmding De Limited P3.I1Ilcr's obligation under Lh.is Se::rioTJ 6(f), the Partn~r::;bjp i.s not being .reltased from its obligations as to li:lt>ility respecting the Financing and that cert2in part'lCfship assets are pledged to ~uu: the payment of all amounts dl.le rhereu.llder. funh~, the: unda, with respect [0 a liability to whieh this SectioD 6(f) JPpJie.s, may enforce its rightS ag3.inst any and all or the Urnitcd partners directlY, without allY prerequisite to proc~d ~;:;i.,...<;t the PaJtncrship or the Genc:ral Partner. (g) The Parmer.; acknowh.~ge ~t !be partnersbip has C1J't~red int-=> a cmJ.in Master Eqcipocnt Le2.Sc by and bcffieen the Pa."Ulership and Citibank Vendor Finance (:..'1i: "Lender") p~t to which t..~e partnership is'obIigcnd to m.a.ke monthly lease paymCDts. to sat:i~ D.n"-Ocing obligations in connccti 0[1 ',-..,ith the pmcbase of equipment and worbJ18 capItal for tbe partnership. The POS'!: Execution Initial Puy:nE:O.ts as referred ~ ill Section 6(f) above shall relate to the lease payr.n.enrs made after the EtTecive Dille ilntij reduced to Zer'O in J.Ccord.1nce \l;ith Section 6(f) above (the "h''l.an~i..''g'I). .. ~ . (a) bJl.Q..C:aYon ofP:-ofits and Los~e~. fLfter giving effeCt to the srci21 . aJJoc3t10il..S set fanh in Sections 7(b) and 7(c) hc:rcin. nll ProfilS a:od LOS5~ of the Partncrship shall be allocated in accordance: with rh~ provisions set forJl in rhis Section 7(a). - 5 ~ _. ;:):...., I I_~ .":1':, 56':: ~i~;c- -: S -t :'. '::: C:j .~ :.1: (i) "~narY Nc.t frofit5" or "OrdinarY :'iet Lo..~~t9". rnca:LJS tho: ;:>ro:6ts or \o5sCs,rcspeCt1vely, from the operations ofj,~ pe.rmershlP. ~alll. ~T loss.. md item~ thcreo~ which 8I~ included in the detenni.oation of S~lal 'Net Profits or Special Net Losses (as such terII;S arc d.:fu1ed below i..:c Secti.or: 7(a)(;ji';) stall be €..\.~JudW from thel computntion of Orcinary ;\ t:l Prof'..'3 2Zld Ord.invrj N Cl Losses. (ii) Qr-dinarj ~etF-rofitS and OrdinarY }okt Losses shill be aDocald to me Pa.:r1Jlcrs iD proportion to their r.espective rrce.ntage intereSt5 iD the ?a.-wersbip set forth oc:ct to ~chof their n,ameS on E;<bibtt 1, as such iDterestS may cbange pursuant to the t~rrnS of this Agreement from time to ti.rD~ (rn.; "per1:e-:lug4! Interests"), (iii) .S\)~chl ~et Profits" or "~pe~:ll Net Lo~" rr.eaI3S the galils or losses., respectively, from the scle, cOl1demnarion., involuntary convt..-rsion, Or other disposition of any :Partners.bip PropertY (other th~ incidental sales in t.he ordinary course ofbus;I1~.s. such as misccUaneoU5 eq'.liprn.ent, fi"ffilIes, etc.} ncluding all costswd expenses of the Partnership incurred in connection \1.ith sueb gains or losseS. (iv) Special Nc::. Profits of tb~ Par-llle:Iship shall be allocated to we Pa.rtncrs 0'(1 the day the first Special Cash Flow (25 dcfin~d in Section &( c)), jf any, andbutablc to the eve)).! giving rise to such Special Net Profits ""rill be c!i<;ui':n.IleC (and i.mroecfutely prior to such distribution) or on the last day afme fiscal y~ in which such ~mt occ'm-ed if no such Special Cash Flow is diStributed duiillg . such fiscal YC3T,in me foUowmg prder of prioriry: (A) To each Pacmer v..1J.ose Capitai Account (dct~t:'!locd be-:ore reduction. of Capital; Accounts to reflect the disuibulion of Sp:.cial Casb f1ow, if any, 3llllbutable to the cve:ot giving rise 10 SL:ch Specw Net Profits) is negative, io. proportion to such negative Capital ACCOunts, mti1 e,ach such Parmer's Capital Account is ~quallD z:ro. (B ) To c~b PaJ1ncr whose CaDiti. AcCOUDt: (de!amL'led aJta thc alJocanon JJJ St:cUon 7(d)(i) but befo:':redud:ion of Gpital A~count5 to reflect the dimibution of Special Cash Flow, if JJJY, ~LTibutabk to the evwt giv:ng risc to such Spt:cial Net Profits) is legs ...b:D his U (Ir~CDvcrcd CapiUll Contribution, in proportion to such Oiffcrc:nces 1Jl]til each such Partnc:r's Capital Account is equal to his UU!'eco~erc:d C$tal. Contribution. "Up-recovered Capital ContributiQ!l~ meaDS the Capjtal C.otltri~tions previously made by a Parm.a, lc~s any pre'<101J's disni.bunous of Special Cash flow to the Partncr pursuant to Sections 8(d)(ii), &( d)(lii) and S(d)(iv), but no Unreco,.-e'T(:d C;J.pit.al Contribution shall be reduced beiow zero. (C) The rcmamder. if wY. :!hall be allocated 1C the Parmers in proportion to their rc:spcCtlvt Pcrcent2..gc bteres"~. 6 F' . ~i J ,_ .: - c c .......' P~:L~ ::'iC: ~:~.S ~--;-~2 T" ? l ..., l - t.,,~::,: '= ~1 :~;-~ (v) Spl:cial Net Los~es of 'the Pa:we;sb.ip shill ?C allocc1eC C11:L-cly to ,hose partners...nth positive u.pj~.1AccoUIl1S, in propOr'.ion to such POSltlVC Capir.al AccountS, until ttc Capital. Ac.cOU!lt of o:;'dCD su.ch P211IlC: is rE'duc~ to zero. Any bal.mcc ofSpcciaJ Net Losses sball-De :llloC2ted to the PartnE:LS n proportion to 1hejr respective Percentage LntereStS (vi) The Losses allocawi p~1 to SeCQOP..5 7(a)(ii) and 7(a;~y) herein shall uN exceed the mxcimu..-n amou:')t of Losses tbat C3D be so allocatd. "",,-thout causi.ng any Limited paTtIk-1 to have an Acjusted Capi:ral Accoum De:fici: at thi!; rod of ~y iiscal ye2I- In the event that some but not all of LrJe Liroited par'J1er5 would have Adj1l5tcd Capiwl Account Ddici'tS as a c.onsequcn~ of an allocation of L05s.es pill'SU3llt to SecTIon 7(a)(ii) or 7(3.)(v), the limiUTIo:;J. ~ forch in this Section 7(aXvi) s.haH ~ applied on a Limited Pawc::J: to Limited pumer ba51s 50 :l..S to allocatt the maximum pe:missib1e L0SSe5 to each Li:roited Parmer under Tr...:as. Reg. ~ ~ 1.704-1 (b)(2)(ii)(d), All Lo~ in excesS oftbe lilIlim:i()n5 sd forth Lll this SectiOll 7(a)(vi) shall be a!locat~d to the General Pmner. (vii) For purposes ofthi~ Agreement, "Adiusterl CllTlital Acc()U.nt . ~ficit" shall mean v.jth respccr. ill any partner, th~ deficit balance, if any, in such pa."'tOe.r"s Capital Accotmt 2.S of the eud oftbe relev:mt 'fiscal. year, after giving effect to we following adjustment::: (i) credit to sucl1 Capicl Account auy amOunts which such Panner is obligCl.ed to rC5l0re or is deemed to be obligareD to restofC PUJ.:;llilI1t 10 Treas. Reg, 9 5 L704-.2(g)(1) and ) .704.;2.0)(5); and (ii) debit to such CapiI2l Account the itctns described in Sections 1.70.1:-1("0 )(2)(iiX d)( 4). ~.704-1(b)(2)(ii)(d)(5) and 1.704-1(bX2)(ii)(d)(6) oftbe Rcg\lJ.ations, ~ foregoi.ng dcfini.tion of Adjusted Capital Account Deficit is intended to comply with me provisions of Section ] .7~1(b)(2)(jj)(d) of the R~gulariDns and shall ~ imerpreted consistently therewim, (0) Special Allocations. T.o~ forrowing special allocations shill be made in ,~e following onk'r: (i) Minimum Gain Chargeback. Notwitbt.aoding any other prov1siou of this Section 7, if thcre is a: :}.c:t decrease in Pcrtncrsbip Mininorn Gain during any PartDership taXable ye2.I, ~b. Parmer shaL! hI: spcci:illy alloC3.tcd items of parmcrship ir.come and gain for such year (:md., if neccssary, SUbScqULDi years) in accordance with Tre.:l5. Reg. 9 1. 704-2(f). .tJ.loc::.tlons p'JJ.""Sl.l.3Jlt to tbe ormo1.Js sentence shall \x made in proportion to the: r:.:spective 2ffiounLS .required lObe allocated to each Panner pursuant thereto. This Section 7(b)(i) i~ intended to comply will:! the: minimum gain charge back requircroe::1t in such Section of me Regulations and sball }x: interprelcd consisttnuy tbc:rcwim. (i.i) Parmer Mir.imum Gain Charge back. Nocwith.st.mdi.ng any othe:: provision of this Sc::non 7 ex~ Section 7(b)(i), iftllcre is a net dCCTeas~ in P<'L'1::ler 1'J01JJecourst Debt Minimum Gain attributable to a Parma }:o~ur-..e Debt during any Partnersbip fiscaJ year, each Parmer \1.ilo h~ a sbMe of the PartDcr Nonrc.co~ Debt ~um Gain attributable to suer1 Parmer 7 r -= -l~ CC P T Po-i1L':' _ ~,::c:: =, - ~ ,-~ ~ -' '- ~ ~ -., l -., = 1 ~ 'j :=: J .::: HonrtcotJrs.: Debt, ciete:rmiDed i;:J accoId.mc~ \vitb Tre:25. RcZ. 2 ~ .704-2(i)(5). shill be specially allocatee: itcrnS of Parmersr,ip il1comc c..T)C, gTh"1 far .such)-e2I (;md., if necessary, subse.queut years) in accordance "",iTl: T ~'lS. R~g.~. 1. 704- , Hi)( 4). Allocations purS'.l<L"1t to the pn:\-io'JS sentence shall be lJJ2dt ill propomO!l to the respective amounts required to be alloce:r.cd to c:ad'; ParbCf pursu.:J.jjt thereto. Tne iLeTJls to be so illoc.a.!cd sl1all be (ktmnind in accordance ..-i6 Tre.as. Reg. ~~ L704-2(i)(4) and 1.704-20)(2). This Section 7(b)(ii) is intended' ill compLY with the rninimUfJ gain chargeback requirl:!JlcDt in Tre2.S, Reg. ~ 1.70,1- 2(i)( 4) snd .sh.al1 be interpreted consistently Lhcrcwith. (Ui) Qualified Income O.Dser. In me event :my partner who is Dot obligated (or treated as oblig31Cd) to rcgt()re a de.5cit balance in its Capital Account unexpectedly receiv~ any adjustments, allocallons, or distrn:mtiO"'...s jescribed in Tre:1.S. R~g. 9 l.i04al(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(c.j(5) or 1.704-1 (b)(2)(ii)(d)(6), ite1Jls ofP;uUJ~rship IDC;OIDC and gain shall be spccialJy allocated to each such Partnt:r.u: Xl amount aud m;mner sclDcient to e]jm.i.nare, to the: extent. required by the Regulations, DC A.djU.>LCd Capital ACCO\illI D~ficit of such PartD.cr as quickly as possible. provided that. an alloc:itiO!l PUI$t:.aD( to this Section i(b)(i:i) shall be made if and only to the extent thar 5uch PartDe:r would bavc an Adjusted Capital Account Deficit afLer ill oili~r alloC3lion.s pro\ided for in tbi~ SeCtion 7 have been tCDtati,,'dy DUde as ifiliis Sectioo 7(b)(iii) \)Jere not ill ~ Agreement, (iv) Gross fncr;me Al!ocanon. In the event any PllZ1llCI has a deficit Capital Account 31 the cud of any p:ir1nership fiscal ycar tliat is in excess of the S1lJ7). of (i) d1,e amount suc~ Parmer is obligated lO reStore, and (ii) the am.QuOt such Partncr is dcemed to be obligated to restore purSU31l( to Treas. Reg. S S 1.704- 2(g)(1) wd l.704-2(i)(5), each such pa.rm~r shall be specially illocaI..cd items of Partn<::rship inco!iJ.e and gain in the 3lDOt1!l[ of such excess as quickly as. po~ible: provided that 2Jl allocation pursuaJ:lt to this Section 7(b)(iv) shall 'De mule if 2nd ocly to the exlc::1lt tb31 such Panna would bsvc a deficit Capital Account baJ21lcC in excess of such sum after all other allocations provided for in this Section 7 ~.vc been tC;)t3'Jvcly made ~ if Section 7(b )(iii) hereof and .his SeLL:on 7(b )(iv) were not in the Agreunenl (v) NOJ1J-ecowse Deduc:!ions. Nonrecourse Deductions :or any t3.XwJc year or otbo period shill be aJlocated among the Parmers in propertion to their respective Pcrcema;;c IntcrcSt3. (vi) Parmer Nonrecourse lkduclions. Any Panner N~course Deductions for any fiscal ye:;-.r or other period $b.:ill be specially alJoc:ned to tbe Parl.!lCT who bcars the economic risk of Joss with respect to the partner ?(onrecourse Dcbt to ""bjeb such Farmer 1~oorcco\.l.1'se Deduction:; 3rt attribuwble ill accordance with Tr~as R~g, 9 1.704-2(i). (vii) Sun'on 754 Adju.<:tmenl. To th.; t:Yt.C11t an adj~rn€D.t to we adjusted t3.:'( bdSis of ;my Parm~p asset pUI$uanI ro Code S<ction 734(b) or s - . -. - : ,_, . ..: ,=; 0--_.... E T F'HILr:: S€S - . -:: ,'SoL' ::. . -, . - '3, ,-+ J ':: C '::j Code Scction743(o) is requi:cd, p~t to Tr~. Rc~. S 170-~. . 1 (b)(2)(iv)(mX2) OT ~ 1.70Ji.l(D)(2}(i'Ii)(m)(4), TO be uken in~o account In dete:r:ni.oing CapitaJ Accounts as <!. re.s:1)t of a dimbu:ion to e. partne.r ill complete liouidation arhis inTereSt i.n the Par:.Jll:rship, the aro.Qc.nl of such 2G.]US:m.e:::.t 1O tbc Q.pital ACCOunts shall b~ !reared as an item of gain (iithe ad~'J.S~E::tlt incr~'5 the basis of the asSE:{) or loss (if the adjusmJ.er1t decrt2St:S sueD bas15).wd sucb 9ain or loss sb3l1 be specially allocated to the P:rrmers in accordance wiill :heir ~teres"...s j]1 th~ Pa..-rtne.rship in me event tjat T rcas. Reg. 9 1.704-1 (0 )(2)(iv)(m X2) applics., or to the partr.lers to whom such distribution v.ras made in the cvent ili.at Treas. Reg. 9 1.704a1(b)(2)(iv)(mX4) applies. (viii) AllocatioltS Re!aring to Tcaable Issuance 0/ Parmership Imeresrs /\ny incoJ1l~, g:llD., loss or deduction p>...:.ilizcd J..S a di.rect or ind.ID:ct rc:sult of the issuance of an mtcrcst by rbe Partnership to a Partner (the "hSU3Dce Itenu") shall be allocated among the Partners so thai, to the roer\t possible, the net aD10lll1t. 0 f such Issu.at\cc' Items. togCT.bcr -u.r:itil aD mber allocarior.s under this AgreemC'Ilt ~o each Partner sball be equal to the net am.ount :hat would have been allocated ,0 e2cb such partnc:r if the Issuance Items had Dot been realized. (c) Curative A11oc.atioQ~. The alJocauoD5 set forth in Seclions 7(a)(vi) a:ud 7(b) herein (the "Revli:atoTY AlloWltions") ere intended to comply -with cefT.ain requllC1T.Cnts ofTreas. Reg. ~ 1.704-l(b). It is the iotent of the Partners that, to the eX1ent possible, all Regulatory pJlocations shall be offset either with otber Regulatory Allocations or v.ith ~ecial allocations with oilier' i1:em.5 ofPartncrship IDCDme, gail), joss, or deduction pursuant to this Section 7(e). Thercl'ore, oorv.1ilistaodi.ng any other provisions oftbis Sectioo ? (other than .be Regulatory AJlocations), the Gcncra1P<:n:mer shaiJ make such offsertiD.g special allocations of Partnership inCQme.. gzm, 1055 or deductiOD jn whatever manner it determines appropriate so that afier such offsetting alIocaUo05 arc made, each Partner's Capital Account balance is, to the extent possible, equal to the Capital Account balance ':iUcn P2.TTlJcr wo\:id have had if the RegulatoI)' Allocation wcr: not part of the Ag;ccment and all Partnership items w~ alJocated pUT:mam to Sections 7(a)(ii), 7(a)(iv). 7(a)(v)..md 7(bXviji). In exercismg i1S discretio.Ll ilOcicr tills St:cti.OL 7( c), U:.€: Gencral Pa.-mcr shall take into account future Regul.a1ory AUoean.ons under Section 7(b)(i) ~d 7(b)(ii) that, although not yet made, are likely to oeset o!b~r Regulatory pJloc.ation5 previously oack '.)1)ckr Section 7(b)<.v) and 7C:JXvi). Cd) Tax ,tJlocat\onc;: Cod~JiQ.n 704(c1. (i) In accordance wiTh Code Section 704(c) and the RcQ1.l]ations ~h~uode1'] i!)comt!, gain, ioss, and deduction with respect to any ~o~ contrib~ed to the capital ofille Panoership sl:all, solely for t2..'X purposes, be allo<;.mcd among the Parlners so as to take 2.ccoun;: of any variation between l..:le adjUSted bas-is ('If such properLy to IDe Parrncrship for f~dcral income taX pu....poses and its initial Gro::.:; ,A-SSel Valu~ eii) In the e-\'c::nt the Gross As..:lt[ YaJue of arry Partnership :lSSet is adjuStcd pursuant to C;;lUse (B) of tbe definition of Gross P...ss..."'t Value, gubs.e~ueDt o -' - .': i- 1=. .- r- B 1 ='H!' .:. :".' c, s~sc 'j ; -, : - -:; 43 '3 ;=:~ ~ ':: .;s=: allocations of lncome, gain, 105s, and ded'..lction with r~spUl ~o such ?-S$e1 shall cle ~::;CounL of any "'marion bcrwccn me adjusted basi~ of such asset for f~..cr3J j)c.ome t2.A PU.70ses end its C"oss A:i5ei. Val'Jc in the s~"'ne marmcr 25 wIde: Code Section 704( c) and rJJc Regula120ns thcrc-.;nd.ej. (ill) Any elections or other decisions rdating :0 allocarioU5 pllliuant :0 tills Section 7(d) ~all be made by the Ge!ler:a.l Partner in any IJ:\2.DTier IDaI re::!..,)oD2bly reflects the purpose and intention of this Agrew-,enr. fJloce..tioDS pt.11'Suant to this Section 7(d) are solely for purposes of f ed~, state, and local ta..\cs and s.hall act affect, or in. any way be takeD into account in cOTJlputing, an)' Partner's C~pital Account or share of Pro tits, Losses, o6~ i~s, or distr1burions purSUa:1t to (Jr;y provision of thi.s AgrcanLnt. (iv) For purposes ofmis J\~eement, "Gross AsSet Value" v.rTt.b rC~l ~o any ~et shall (UC3." the asset's :ldjusted basig fo[ Federal income f2..X purposes, excep as follows: (I:.) The jniti.al Gross Asset Value of any asset cootributed by a part:r:er to thE: ParlntTsrnp sb.::11 be the gro3S fail:' marker value of 5Uch asset:, as ccttr!:Llmed by the contributing Pa.'1DC! and the Partne~h!F (B) The Gross Asset Values of all portDclip ass....--tS sbull be ad~uSi:cd 10 equal Lheir respective gross fair market values, as dere:o:niJcd by the Genern.1 Parmer, a'; of the following: tim,,=s: (1) Th~ 3cquisition of .:111 aedition.1l interest 1.r. the P2I111ership by any new or o-isting panner in I;Xcb3-D.ge for more: then 3 de minimis upit2.1 Contributior: (2) The c.isrribtrioD by the Parmersbip to a Parmer of Olore 6an a ~ ~ amounT of ParQership property othcr t.;'ar: moo!ry, as CODsiderc.uou for an intereSt in !he Parmersrup; (3) TIle bquid3.tion of the Partnersbip for Federal ineom~ ta,1: purpOSI:S .....ithin the meaning of Treas. Reg. I? 1.70L 1 (b)(2)(ii)(g); provided, howEver, thaI the. adjusnnentspurs-c.ant to clauses (J) and (2) 3bove shall b.: madc only if the General partner re.2:S0nably det~;r.1ir.(':s :"';31 sue):; 2..:justT.'lc;:J.ts arc nccess.a..rv or appropriate to reflect: tho;: rC!:Hi ve ~cooomie intcrcsts of tb~ Partnership in the ParmashiiJ; (C) The Gross Asset Value of any PartD~bi:p ~sct d..:..:.-mbute.d to any PartDcr sh.ill be the gross fair marh:t value of such asset on :he we of distribution: CD) TncGross As~t Values of p.::.rtI)er ass::ts shall JC iDcrtased (or decres.scd) to'rdJect any adjustments to the adjusted basis of such assets pursuant to Code See-DOQ 7JL(b} or Code Section 743(0), bUt only 10 F- C . - '- ~, c' 1'= ;:::;:.. :' 1 ~~=,-;~= ~. ::iW 1 '- ~ :' = ;s:s ;-.:. ,'t. ~~ to the alent.that such adjG-n:uents 3Ie !2ken LnlO accouDt in deLCTIDining Capital Accounts pCIsuWt to TreilS. Reg. ~1.704-1(b)(2)(iv)(m): prov:dc.ci, bowever, 1hz Gross Asset V.uucs 5hall.Dct be adjusted pUf$U.aDt 1D this clause (D) to th.c extent !.be General p1l!t:lcr dete;rrim:s unIt an adjUSTI:iJe:1r pursuant to cl.au.<;e (B) hcreof is neccss.:.r)' or ;q:>?ropriat~ in CDroection "lJIi.th-a t:rcnSaction tbat W'ould othcr-;vjse result in an adju.:.L;J:lCD: PUTSll3.:ll to this clause (D); and (E) If thL Gro$..~ Asset Value of an asset has been dctcrIilincd jJUISUa.ul to clauses (A), (B), or (1)) hereof, S1..lch Gross Ass.et Valu;: sball thereafter be adjusted by the Deprecia.r:ion taken into l:.ccount a.riili iCspec: to such 2.5s.:t for put}Xlses of computing Profits and LQ5ses. (e) Miscc;lIarl eous. (i) For purposes of de-t:cffilining the Profits, Losses or zny otber ite1l:S allocable tc any pmod, ProfitS, Losses, and any such other items sb2l1 tx: determined OD a daily, monthly, or other basis, as determined by the G;:ncral Parmer U5IDg any permissible method IlDdcr Code Section 706 and me RebUlatioD.5 promulgated thereunder. (ii) Except as otbel'w1se provided ill this Agreement, all items of Parmcrsh.ip i]1come, gain,los.s. deduction, atjd 2J1Y otber allocnrioD.5 ::lot oth':'p,risc pl'ovided for shall be divided 3J1:ong the Parmers In th~ same prOportiOT1s as tDcy shere: Ordir.ary Net Profits or Ordinary Net Lo~ses. as the CJ,3C may be, for the:: year. (ill) For tbe ?urp~e of det:crr::lln.ing e3Ch Parmer's share of ncess nOT.lI'ecourse liabilities pursuant to Tr:3.9. Reg. 9 1. 752-3(a){3)~ and s.olely for such purpose:, ei1Ch Panner's interest in Partnttship ProfitS is h.creby sp--'"'{;ified to be such P2....-mcr's percentage IntereSt. (f) T::J.X Returns and Tax Wormation. The GCI1aa1 ParmI!'!' shaJJ caU5C to be prepared ill"ld filed all necessary federal and State iocome tax returns for tile P~hip, including making the elections described in Section 7(g) he'l:'eu:... Each Panner sb3.ll r11l1lish to the Gc.ner.J partner all perri.neDt iDfo;:rnation in its possession relating (0 p::J.rtr,.er,hip opcntiOD5 tb...:t is ncce$S.J.r"j to enabk me P:mu~r:Jbip' 5 income ta.x [l:C1JrnS to bl2 prepared ::md filed. Necess2TY tax iufomlation shall be dt!.ivcrcd to eaeb pa.-mcr a:o $000 as practicable after the end of eacll fiscalyc:M ofilie ParttIt:T$hip, but no later rb3l1 ~ (3) months wer the end oftbe each fiscal year. (g) Tax ElecijoOS. To the t;(t<:Ul peTlTJirted by applicable m..x iaw, th~ PartDers.hip shali rnak~ the :ollowing elections on me appropriate t3X ret'.ln::..s: (i) The dectiotl to adopt the c.:ticndar year as the Partne,,,hip'sf1s:.aJ y~. : 1 F' . ~ j __0_,'_'-:' 1;'~.....i;:c.~3 p~ J L~' '~J ~. ~j 5 ~f --, ;:, (1 (Ji) Ji a u:msfer of a Parmmhip Interest as dcsc...-ibd in Sr:C"...:ca: 7113 0: tte (ode: occurs, on wrincn rc.ques: of wy tranSferee PartnCJ', aT if a distribution of pa:rtner.;hip propcrij is mzde on which g,,!in dcsc:-ibc:d i.::l Section 734(b) (l) (A) of the Code is r:CJgnizcd or tbcr~ i.s ill C;CCC:S5 of adjusted basis as de~bcd in Scctior: 73.1(b) (1) (B) of the CociL L1e elec":ion, pursuant to Section 7 54 of the Code, to adjust the biL'I1S of parmc:rship properties; and (jjJ) Any other election the G~D~raJ partner may dW"TI appropnatc and in the best interests of me ParmeP-i. Neither rb.t:: Partnership nor arry Parmer may :::lake an election for the Parmersh.ip :0 be excluded fron. the application ofth~ ytO'Vision:5 of subchapter K of ch3prcr 1 of subtitlc A oftbe Code or <l!'")Y similar pr:)visions of 3.pplicabk 5talC law, and no provision of this A~(cm~t shall te c005trUcd to5MlCUOO or approve SllCh an election. (11) Tax M3ttct5 p~. The Gcuml partner sball be the "'ta,'( ma::tm p3rtDer" oftbe Pmnersb.ip PU1:suaUt ,0 Section 6231 (a)(7) of me Code s. .Distribution of Cash Flow. (a) "Or-dinarv Ne~ C~b Flow" means the cash fu.,6 derived trom the operations of the PartIl~...hip .available to the Partnership at me close cft.'-lc partnership's fiscal year, other 6an Special Cash Flow, less (i) such cash funds used !O pay cur,eol operatiDg expens~, iDcbd.ing fees, acd usee. to payor c:st:ahlish re2$Onabk re:suYCS for future expenses, fees, commissions, debt p-'l)"DJents, new inv~stIIlCl1ts., additioDaJ contribL'1:iODS to existing invesnncots, capital improvements: replacement or repairs, plus Cii) o.oy recucriolJ L'1 such reserves, :L'i the General Pa.r:ncr shall dctcrmilJ.c (b) Ordinary Net Cash Flow sh:;l1 be distribmed to the Parmers in. proportion [Q their respective Percentage lutcrcsts, as soon JS possible af;er thc close of the P:mncrship's fi.sczl year, or at such other t.:i.ru~s as the General partner shall determine in its so1.e disCTet0n. (c) "~ci::ll Cash Flow" means: C., 1/ ~l foOds :~::v::d by tie P2.I1:J.crsh;;:' her:; Special Nst Profi1S; and eii) the proceeds of loans excqJt to the O.'1ecr sucb fund.s arc ~d or ar~ to b~ used to payoff e.uStinE loans or liens of the part:lersbp, Itss (ill) funds expended OT co Ix expe.nded. for additions to or ret:::llr or rcst.oration of the Parmcrship Propcrr)', any costs a::ld c:-qXDScs L.'lcUIwi in collection with the receipt of suchfund.5, and sucb 'amounts a5 L~.e Genc:-al Pxtna dcterrnin.es to be necess3r)' :u:Jd cC3.$otjabie ;cscrvcs for fmuT<: ncc.ds of the Partnership. J2 o .-::j - - -. -. -, c ).j:..:'3 t:"P 81 ::J!--iL..~ 215 ~b~ 87€C I w S.- -~~~~~=~ : 1 Mana~er:o.~D!. Ril2.htS, Duties znd ObEgario&ofp;;:rtn,err.: (a) M:maS!:c.ment. Tr:.e pa....mers shall appoi.u! Tri.Sta:E ~aing Ccnsult.2.Dl.S, LLC ("T ri-S~te Imagius") to manage the ParUlership b..l.i..nes5 and. Tf.-State ImZgi,lg :;ball devoce ~ch tii;ne: torh~ Partnersbip as shall be T.lecesSJIY to conduct !he Pal1.nc:srup business 0 aL e.fflcieut manner. The Pa..-mers.bp shall enter into 3 "".,r.tten ID~emeDt agreement wi'Jl Tri-State hnasing serti1:g forth the te;!J1S rmd conditions governing the !J)1l!1Gl.gt:JIlCDt rda!ionship, including such ;;pplicable provisions ~et forth ben::i.n. The: P:rrtrlers agree that a management fee cq1Ul to 6% oEthe gross revenues oftbe Parmershjp shall be payable to Tri-State: Imaging in e?Cchan.g~ for the provision by Iri- S tate Imaging of management 5et:\-'ic~s to the:: Panoe;rship, the payment of which f::e will be T'(lemorializcd in such ..mnco management agreemCIlt. TIi-State I.ro~Dg 5."'.al.J h;}v~ fuD c.harge of the rn.aD.ageOlent, conduct and operation of tb.e parmmhip bv.sines.s ia all respects and in all matters, and in its absoI L.1e. discretion sbJ.ll h1ve the. power en behalf of the Partne.~bip to do ell of the following without liI1'jT~i on ocre10, upon such .terms as Tri-S.atc l1m.ging in ilS absolute discretion roay deem proper. provided thc same a.--e for L'-1e bcodit of me PartnO'Ship: (i) Subject to the: limitJitions set forth in Section 11 (~), deal in any Pa.l1:ocrsbip assets, whe:mcr real estate or personalty. including, without l.i.mitau ot'" thc po.....er to s.eU, assign., e:xcbaTJge or convey riue to, and grant options for the sale of aU or any portion of the parmersbip Property, including any moricc-age OT leasehold interest or other reallY or persolJalry which may be acquired by the partnership; lease: or sublease, as tJ:1e CllSe may be, all or any ponion of the Parmership Property without litcit as to the te:rID thereof, whether o.r not suc.b. term - (including renewals and extensions thereof) extends b0'ond the dale of the termination of the partnersbip; boc;ow mODey and as security thert:fo-r:e: cocumbcr all or any part of tb<: Parmer~j.p PropertY (and in connection thcre\Vith to aLlthoroe the holder of the Dote or bond evidencing such debt or tbemon.g:.:.ge secu.riDg the same to coofcssjudgmcnl for damages and/or possession i111be~ent of default ili~tunda-); obtain re.fi.nancm.g of any mortgage or mortgages or my dced ofuust or deeds oftnist placed on the: parmership Property, or repay th~ in whQle or in part; increase, modify, consolidate or ~(ld a::JY mortgage or mortgages Dt' deed of trust or deeds of~ OD. the partnership Property. and invest any surplus Of .reServe funds ofthe partnership; (ii) Employ from time to time persons, fi.r.:ns, or corporation:.; for the operation anrl mc..nagero.c:ut of the Parmer3hip Propeny, including, \N'i6.oUt limirnrlon., rental agents, ac.countants, medical directors JIld anoroeys 00 such terms :and for such cornpcDsat:on as T Ii-State lIn~ shall dctcGDinc, notwithstanding thai T ri-S'tlt~ Irn.abng, or its members or corporations or other entities in wtich they have an i.nter~St, :nay bave a financi31 interest in such firms, corpOlC-ti ODS or entities; (Ui) EX~CUIC. acknowledge and delivc:r a.r:y and all instrume::rt.s to effecruate tbe foregoing, iDcJudi:Jg, without Um.itaUOJ1_ deeds, ossipmC1Jt.s, mortgages. bills of sale, leases and othq con'7acts; 14 P.4: .'~._,~I ~~ pI F~I~~ . S 1-,,..,'- 8"7S\] il~' ~...,: -3,J-=~3.~:=;'j (ii) Except as set [0n11 in Section J2(b), the provisions ofthis S~CDOlJ 12 3hall survive the dissolution or ler.ninJliCJ11 of the P;iIlI1~rsbJp, and all rights and remdic$ of the P811TJers,rup h::rf;ur:dcr .oh2..l1 apply to any successor or assignee of the P:lrtI1ership. I J Assiguroem of General Panncr's In{er~t. The General partner shall not assign, pledg~, L:ncumbcr, 5elJ or otherwise dispose of all or any portion of its mlCfest 3.$ a Genera] Partner in the Parmmhip, except as otherv.ise provided [or bereir.. 14. l1~gnment IJf ~ed ra.nner's interest Dunne. His Liferi7M. No Limited parwer sh.a1..I assign. pledge, encumber, sell or otherwise d1Spose of aJl or MY portion ofh.is intereSt as a Limited Partner in rhe Partnership during his lifetime wiIh()Ut the wrincn consent of the General Partner. e.."(ccpt in accordance with the following conditions: (a) If upon obraining a boo;! fide wrinen offer from a prospective purChaser a limi,.ed Partner desires to dispose of his iutcrest in the Parmership, he must fIrst offer his inlerest to the Pa..-tnership on the same tenns and conditions, in 'Writing by nouce to the General Panner, which offer shaIJ Slate !be name ;md address ofrb.c prospective purchaser and if not.an individual or individuals, the name or names of the individuals who bave an intert:5t in the prospective purcbrls(:f, and aU of the relevanr terms, including tht termS of peymalt set forth in the bona fide writteo offer recdve-d from the prospective purchaser. Thereupon, the Gentral Partner shall bave the right to acq~ 1 on behalf of the Partnership, all, but I]ot less than aU, of the interest being off~ed to lT by accepting sucb offer withiD a period of1hirty (30) days from the date on which the offer is communicated to the Partnership. Such offer rn~y ~ acceptd only by v.rritten ootice to the offering Limited Partner, postmarked Dot later than midnight on the tillnieth (30rb) dsy from the date on which th(': offer has been communicated by such Limited P<Jl1I1er In the event the Parmer:smp faiJ~ or refuses to purchase tbe offering Limited Partner's interest. the offeriog Liroired PartDer shall then offer his intClest to the Partners on the same lerms and conditions as aforesaid, in writing by notice to eacb of the PartnerS, which notice shall include the terms referenced in the first sentence of this Section 14(a). The Parmers shall have the right to togeTher acquire all, but not less than all, of the offering Limited Partner's interest pro rat.:1 in accordance with their respective Pcrcenrage [nrerest5 (Of in any otber proportion agreed to by the non-offering Partners), each by accepting such offer within a period ofthiny (30) days from the date on which the offa is CotT;.1TJunicatd:l TO each Partner. Such offer may be accepted only by wrirten Dotice [0 the offering Limited Parmer, postmarked not Inter than midnight on the thirtieth (30th) day from the date on which the offer has been communicated by such offering Limited Parmer. In the event that the Partocrs f~l or refuse to purcbase aJI of me: offc-rins lim.jted Panner's imeresT in accordance with tbis Section 14(a), such Limited partoer shall have the right to accept the bona fide written offer, \\;I.!JOU1 any modification of any oftbc tenus thereof, of the prospective purchaser wirhin a funber period ofwirry (30) days mueafter and proceed v.ith [be lId.llSfer of his intercsr in th(; Partnership; provided. however. that if such transfer is not consummsted within [he time periods set fOrth herein, the offering Limncd Pa..-r.ncr shall be obligated to again comply vrit.~ all of the terms and conditions of LiJ.is Section 14(.:3) before be would have the right to In:lkc :my such trans[= 19 ~. ~c. ~ -, -. - c =, . ~ C. ::~, 8 I PHI L H -::'.1 C, St:S ~J~tC T~-: ?, ~ -': -'t.:.J, =,.?~.~':' (b) ~ch and every u-aosfeT of any Percentage Interest ;me! every trandcrcc thereof shall be subject to the terms and condition$ of this Agreement, and any arncr;crn.cnt cr modification mereof, \li~th tbe same fOfl;C ond effect ciS if the transferee bad onrinilJy been 1) party to dus Agreemmt wi.th all rigJm and obligations of h;s rrausfcrDr, (c) Before any uansfer shall be valid, the transferee, if someone oilier than an existing Partner or the Partnership, shall deliver to the General Panncr 3. st2.teme~I acknowledging that the uansferee h3.S r€:ad the provisions of this Agreement and Ult/!nds to be legaJly bound by ail the terms and conditions of this Agreement and aoy amendments or modifications thereto. (d) Any partner wbo becomes the lransfe~ of another Partner's interest ill the Partnership hereby a~s to be legally bOllJld by all the tCfIDS and conditions of this Agreement and any amendments or modifications thereto with rtS~ct to such tr2D.5ferred interest as if such PalmeJ: bad originally acquired such intereSt upon such PartDc.r's eXe{;ution hereof. (e) Notwithstanding anything to the contrary contained herein, This Section 14 sball not apply to the sale of any portion of any Limited Parmer's Pc::re~tage Inrerest that is required Of permitted pursuant to (i) such Limited Panner's employment agreement with an Affili:ne Employer (as deEned in Secuon 17(a)), or (ii) any other .....-rincn agreemet\.l [0 which me Partnership and such Limited Parmer is a party ] 5. Spouses ofParmers, Each partner who is a oarural person hercby agrees w cause his spouse, if such Parmer is currently married, and any furure spouse, if such P3.rtDer is currently un.rnarrie.d, to execute: and deliver a cCTli.Jjcate in the form attaChed hereto as E.-iliibit 2 pursuant to which such Partner's spou.se wi.ll acknowledge the provisions of this Agreement and disclaim her wterestS in ber spouse's Perccntnge Interest in th~ Partn~bip in the event of a separation, divor:c OT other dissolution of their marriage. 16. !Lankrugtcy QfGcneral partner In the eve.nt of the bankruptcy of the General Partner,1he interest of the General. parwer in the Parmership shall pa:i5 to itS su<:cessors and assigns and sb;1\1 tberca.fter be considered the interest of a "~ubjtitute Ll1nited partQer" v..-ith the same righrs and liabilities and on aJI the s:J.Ille I.ems and condirior15 as the Limitc:d Part.ocrs, /!xcept tbat the successor to such interest: shall continue to be personally liable for the liabilities which accrued prior to the date of such bankruptcy lrnmediately on the occurrence of such evcnt as to the last rema.ini.':1g General P.mner, the Partrle~bip shall be dissoived unless the Limited Partners holding at least fifty-nine and fOUI-tenths p-:fcent (59.4%) of aU of the issued and outstanding Percentage Interests in me Partn~shjp eject to continue the business of fie P3rtOcnhip and select, by consent of the Limited partners holding at least fifry-nine and roup- tenths percent (59.4%) of all of tbe issued and outstanding Percentage Interests in the PartDership, a suc<;essor General PartD~r on terms and conditions satisfuctory to them w'ithin runer; (90) days after the death (or retin:mer:t or ban.kruptcy or adjudication of insanity or incompetency, as the case may be) of the last remaining General Parmer. If the Limited P~{''T~ ;),jJd SubSUMe Limited parmers fail to select a successor Gc:neraJ Partucr, in accor-dance 'Hith this Section 16 and within th;J[ time, the Pa.rtn.eNbip shz1} be dissolved and its e-ffairs tcrmioated D.:) 20 D . .~ , c' . c ' ;:-p t:'! :OHiL~ 2!':. "Os': c:::,-:-SC .,-,--,-- - .... ~-,:'"- (b) E.a<h ",d every ",",.r" of ao, PcT~eu~e Int""st ,r,d <"0' o.an,f"," :..r.t:r"'....!lf shaE be subject 10 me terms and cODditions of U~l s Ag:-eernc::nt, .~d. ;]..11)' ~ ?mendrn::1Jt or modi!jcaoon the-cot, w-iili thc $J,me ro:-ce :illd effect ~ II the uan..?ere~ h3d oripcally been a pan)' lO this Agr(ClJ)cn.t with all rightS and obligaDons of b::; 71'aDsfcror. (c) Before any trarsfH shaD be valid, the tramfef":::. if gomeonc oilier t1-'UL; an cxi~n\Z p311D.er or rh~ part::::1ership, sheJl deliver to tbe Gtneral.ParD1L':" a su1eTn:ut . 3ckDu~ledgiDg tbat the transfere~ h.1.s read the pro'ri..sions of llus Agreement anCl U:l~Dd.s :0 be legally bound by all the tcr:DS a.'1d conditions of tbis Agreement and any weodmcntS OT modifications then:tc. (d) A:ny partner who bccomt.s th.e transferee of another Parm.er's interest in the p~e...rShip hereby zgre~s to be legally bound by all t.l-}e tcrm.s and cODditions ofiliis Agr=x>ent oru! OAY "",opd,""''' ot modificatiop, w"ero with "Sjlw iO such rrnmfmcd inlcresL as .if such parmer WD ori~i.naily ac,;quircd sucb iDter~st upon such Parmer's execution hereof (e) Notwithstanding a."lything to the cOLu.-arycoTjt:2ined berein, this Section 14 sban not apply 10 the sale of ~y por:ion of ar.y LimilCd P~crs pe;ce[l~gc In1e:Icst that ~5 rcqui:ed or permitted pU!'Sllilllt [0 0) such. Limited Parocr's eroploymem agrttm0l1 .....~tb aD Aifiliate!:@pJoyer (as defined in Section 17( a)), or (ii) any other ""TInen agreement to whicJ1 the Partnership 3:Dd suclJ Limited Parmer is :1 parry. 15. SOOU~ ofp:rrmer~. Each partner wl:c is a .oaturc.l person hereby agrees to came his spouse. if such P2rtDO i.s cunC1lUY ~ed, and any future spouse, if such partner is currently unma,--ricd, 1O execute and de:livcr a ccrtific."llC in the fo~ attacbed herc:to 6.j Exbibi, 2 pur.$U.dDt to which such Pa.rtncr's spouse ~";J1 aclcJlnwtedse (he prOYisions of Uus AgrCm1cot and di.sd.3.iro her inl=..--Cst:: in her spouse $ P~rccntage Interest in me Parmer5hip in the event :J: a c..cp<rration... ell vorce or other dissolution of the-=J me.rr:iage. 16. ~2Jlk.ruDtCY of General PartD~. In the event of the bankruptcy 0: the General Pa.-rr.~r, the interest of me General partner in 1ne Partnership shall pass to its succe~soTS and tOSsi~ a.11d shall therea.fUr be considered the i.n:en:st of a "Stlbsotute Limited P:l~" with the SillTle ng.cs and liabiliTies and on all Lhc same terms and conditions as the Li.mit~ Parmer.;, c<.ce-;:t th:J.t t...~~ successor to such interest shall conti.nee to be per-;onalJ]I liable for tbe li::ibilities wbich accrued prior to Lhc date of such bar.kru'}Jtcy. Imme:::dietely 00 the occum:ncc of such cVCLt 35 to the last rem.a.i.ning General partne.r, !be Partnership sball be dissolved unkss the lirci:ed partners holding eot leas.: M)'-::1iDe;md four-Iemh.s percent (59.4%) of all oftbe issued and oU"<.StaDding pe.rcent2.ge Interests iD the p:lTtnership dect to continue th.c bu.siness of the Par1J1crsbipand select., by COn5€1,[ of the Liroilcd PartnCI'S holding al!e.zst 'fifty-nine. and four- tenths perce:l! (59.4%) (If all of the issued and outS"ulllding Percentage Inte:reS''t.s in the I'arITloship, a successor General PartrleT on terrn.s and conditions satsfaClO!Y to them wiiliio l\i.ne:y (90) days after the death (or ietiwncot 0:- barJr..n:ptcy or adjud:icarion of i.'25an1.'tY or incorr.petalc)', as the case may bc:) of the: last: reroainjJ1f. GenC!'aJ parUler. If the LiII1iT~ Pa::-tncr5 2.:id Submrutc Li..rr_i.ted Pe.rtOCJ'S f:1.ii ro seleel a ~lXCc.:sscrr General P3J,-t."cr, in accordance .....-ith this Seccon 16 and ""i.thi..c tb2t time, De Pa!\:D.ershif: shall be dissolved and its a.ffc.i:s termir.atd as 20 F . ~ 1 -' : - , C~ Pi ;::;\-i T, c.. -, , - . ,- t-, t, ':i 8"7;; 0i T * : ~ :::: ,:;J '? C -~: '~ - ; ",mn-;tv" p,,,~"k by the perSO"," ''I',,=1Z';V' or executo' of the last "m,ining G"",a' ? ,-,,,,~r.' f 0; the pur]loscs of ,bs p"-_b, "b",krUptcy" as co th, Gen'''' P=''' ,"'" :D ",re (,) its filing a peri;;on 10 bankrUP'CY OJ [orreorgan; ""ton un der the. o^okmptcy law5 or '" ",",",s;oa, "15""',0' otb:' "spaDS'" plead,"" coaS,nr.Dg tD or :TcuestiDg the rdid afforded by the bankruptcy lav.'S; (b) the filing ag.m'; ;, of . porinDn "' b2Dkrup'CY unless it is diligenli y cod in ~ood faith p1'osecu:1ng a :equcs~ :01' the cismiss:Jl of sucb fi1Jng; ( e) its rna.lcing a g,neral aSsi gronen! fo' tllC benefit Df credi toT', .""IDin cO' u:ea.."J.i.ng of 'the bankruptc"j laws; (ci) it.9 consenting to the appointment of a recei\lC! or cUStodian for all or 2. subS1.3J1ri3.l part of its property; (e:) it3 being adjudicated bank..'l..!Pt; ([) me entering of a court order appointing a rccti:vcr, custodian 0r trustee for all or a subsu.ntial pnrt of its properry ..mthout its consent, unless it 12 diligcnuy and i.;l good f.aith prose<:uting a reques'l for the dismlssal of such ordcr~ (g) me assuming of custody or sequ.esuation by a court of comp<:k'n! juti ,die,lon of all or substantially all of in plopen)', unless it is di Ii g<utl, end in good faith Frosecu~i.ng a request for the termination of such eustocy or 5cqu~stration; or (b) its faiJijlg to procc:ed, at any time, with ~ diligent and good fu!h proscC'J.tion of a requeSt for me dismissal or termi:Darion reft.:rrcd to in subsections (b). (i) or (g) of this Section 1 fi or the errtry of an order m:ll<ing me petition, ar&r, C1J.'jwcIy or scqUDstrati.on r-cfcrrcd to in subsections (b), (f) or (g) of this Section 16 final and uDappeal.able. i 7. OutiOl1.S to Purcbase pw;~e lntcrc$t of a. Limited PaJmer. (2.) Deatl: Dis.ab:1ity: Ba.'1.Y.J1Jm.g. lL the: event (i) afthc death of a Lim.ited Parmer who is a r.atural person, (i5) G. Limited p.)]1J1er who j~ a D.3.n.J.r'.J. person bccooes J~abld (as he:reinaficr defined), ar Cui) a Limited partner. ir.cluding a Subs-..itutc ti.'J'Ji!ed Parmer, 502.1.1 take advantage of any ba.-:\k.TUptcy or iTlsolvalc)' act, or if i:r.Y insolvency petition shall be filed ag2in~1 a Limited Parmer and final ad.judication of i.osolveocy or bankruptcy enmed thereon, or if a Limited partner sh.ail make an ass:ignocDtJor the benefit ofms creditors, tb~ :md in any sucb event, De Pa.,ulC!ship or the rem<uning Parme~, as dete.u1iTl~d i.n accord.::mce with Section 17(f), sh211 r..2.ve the optioo to purchase aU, but not less than all, of the pcrcenla.ge Interest: of such Lirru1ed PartnCT for the :lroO\:.Jrt determined in accordance Y-liili Section 11(g) hereof A LUn.i1cd ?:rrtncr becomes "Dis2.bled" if the Limited partner, in the reasonable jud.g..roc:ntof the Geoc:ral Partn.Cr, has failed to perform his duties to RAciology PC, Tri-Sute 1n:aging, New J~rse)' R.adiolo:;Y t'\5sociate:s, P.e. or any o".he.r Affiliart: of the PaItIlersbip which provide; 5enices of the same gel':'~ral c.b;u:3cter (!.S S\,lCb I:ntiti~ and ",,;th whicb 'be 21 r:, _ t::p 8; p", I .: ~ 1 '=, ~. ~, ':' 8~i3,C -, 1 -, ~.. c..l .? ':: Cl .~~ '; "'J'CCti'.~ LUDited Fa<1Dcr bas at "'1 "IDe >een crnployed (",ct ",cb ",tiry be-illg e:dividuolly r<torr"! to as w "!<fJjljote Empl.~") .naccount of llbcss nr phY5lcal or ment2.l inc.ap~City, and such illne:;s or incapacity continues for a period of more than s:X (6) I:'lO!lths. (b) B:-e:tircmCD1: Trnnio~on Wjtbout~. lJ1 tJ'1e ~l thz.t a,LL:ni1ed pJOleT (i) Retires (as h:reinaftcr defined) afler the date upon wbicb ~ch Ltrrllted ~a.rmer art3i.ns The age of si.'Ct)' t60) and does not thereafter tDgagc in Com~?UOD (~ bcremane:r dcfined); or (ii) le.aves the t:.IDploy of a1JY Affiliale Employer a,ft.Cf be.tDg terrr:-na:ed by . such Affiliate Employer other. maD For Cause (as hereinafter defi.JJed), tb.eu. 1J1. e:thcr sueD. ~veDt, the Panncrsbip or the: rcmaining p3!tllcr5, as deie:rrnined in accordance \\1th SectiOD 17(f). shaH have tb.c option to purchase all. bUl not less :hs11 all, oflb.e PerceDt.2...g<: lnt~rest of such Limited partner for the amounT dete,m1ined in :3.ccord.a.nce \l.i.th Section 17(g) hcr:.-of; provid~ howcv~. W31 ijJ me ev~t thar a Sc:Uing LiJriu:d parmer (3..5 ddined in Section 17(e)) who has Sold his Percentage Interest p~t to SectiOD l7(b)(i) mereafter engages in CompetitioIL the purcb2.SC and sale ofsucb Sd1ng Limited. Parmer's pcrccn.tage Jnter-=st will be: deemed to ha.ve be~:n made pursu:mt to Sectioo 17(c)(i) and be subject to the terms tberec~ iDc1:u:ling. wiThout li.rojtatioD., me purchase price to be rcccived by such Sell.ing Limited partner. for purposes of this .Agr.eemcnt. a Limited Parmer shall be deemed to "Reti~" or er.m:r into "Fe,tfreL1le.~t if s'.1ch LirrJ.ted Parma vohnl1.ari1y discouunucs pcrforrnin.g Sl.'!Vices for any f..ffjliate Employer For purposes ofrhis Section 17, me 1,.::rm "~oD.1periti(ln" shall mean a Parmer e.ng~ning at <ill)' time, whether directly OT indire~ly, in any of the acts se, fortb in subsection (b)(i) to (iv) ofSecricn 12 abo....e. (c) 5t R.e.riremt:D.t Com critio 1 t: eT)11ir@tiou f 11 e_ In rh~ cy~nt thaI (i) a Limited Partne:- Retires upon OT aJler anai.nin,g th~ age of sixty (60) .lDd then:::luer eng~es in Competition., (ii) a Limited Pa.rtncr Rcun:s prior to arL8.ining mc ~e of 51Xty (60), wbc-..bcr or not such Limited pa..-mer thereafter engages in Competition., or (iii) :l Li.mited PilItDer, after bcing tcrminalM For Cause (as bereij'Jafter defined), is 00 longer employed by any Affiliate Employcr-, then, 3.ud in arrj such event, the Partllership or tOC rem;;.in.iDg Parmers, as determined in accordance witl: Section 1 i(f), sball have the option to purchase all, bur oot less than all, of the Percentage IntereSt of such Limited PJ.,rIDcr for IDe wOUDt.ctetemiined by multiplying one thlTd Ch) by the amount determined in accordance wi.th Subsection 17(g) hereo:: Erovided. howevCI:. mar nOT'Mlh.staDdiD.g anylhi.r..g to the conU"3.ry cODtain~d herein, in no event shall a Sdlirig' ,. Limited Parmer who has (A) sold his Percentage Interest pursuant 'to Section 17(bXi); (B) ctl23.gcd in Competition thereafter, and (C) r:ceived more wan. ace third multiplied by the amount determined i:l acconimce "",i:h Subsectioo 17(g), be required to renuDor reimblli"'SC me Partnership or the reQ.1i.ning psrtDers with any Purchase Price rhen paid in excess of one third muLtiplied by the aD10unt d~~ed in accordance with SubsecDotJ 17 (g), Tbc parties acknowledge that the actions set forth in subsections (i) of this Section 17(c) ,\..,riJl caus~ d.:unaseto rh~ Parmersbjp jJ.\ an amount v:hicb. \10'11) be difficult to l5ce..~ precisely. The P:L'1nmhip li1d the other LimitEd Partners agree not {O seek an action for da:rn.ag~ agaiJ.\s{ (I LimjteO Parmer \"110 engages in the act1ol1S ~et forth ill sueb subsec-tions. The righl of the Parmcrship or the Limited P2tU1crs, 2S the case may be, to purch35C such Limited. Parmer's Pe:-cent.1ge Interrst for the cousideration determined in 22 -' . j t _ _ .-=.. ,_, ;JI-: ~8:5c' -..... B: ~~:L~ .::' 1 c: ~SS e-'t,c: i I ~,-1 -:-'S'...;.~'jO.~:; ,,",o,daDee ~i rh this Seetioe 17 (c) in..<tead 01 iooceord>oce ~,rh Seeti 00 17 (D) ,h.l1 be lijuid.ated d2rD.age.s for such actS. 111f: partnersllip and tbc parmcrs ~e~ ilial thi3 P'~' i~on for liq';;&red d""age< is reasooable. N oo-iili<:2Ilding rhe l"rego iog.. noUring ,,,60 sh3Il pT<vcnt tbe p""""llip u.om excrciSWg its right> ,espccUog 'OJMCUve "he; CS Glore fully described in Section 12( c) above in the event of a violation ot the provisiocs of Section 11(b) above. For prnpo"" of 'hi 5 Agreem:" t a Limired P"",,'" will1;:e ~cd .to bave betn tcmii.natea. frOiD his en:ployroent v,'ltl:: an Af.iliatc: EJJlp]oycr 'lor Cm~" if he is tCQJi...T'\2.red by such AffiliaH~ Employer: (i) due to the Liroited Parmr.':~5 ba1:lirual a.bsence, otiler 6e.n f()f illness of occaiJSe the Limited Partne'l' has become Dis.1bled; eii) due to me Limited parmer's m<'1crial brench of this Agreement or ills employment con(r.lCt with the Affiliate Em.ployer, if any, including, v.itbQut !jQiution, a breach oftbe cov~nants set fod' in Section 12(2) or (b). (ill) because the Li:miw1 partner (ether than Michael Carr) is prohibited or su.spC!ldcd from the practice of medicine for auy pcr:od of time by any st31C or federal (luthori:y, or because the Limited Parmer (other than Michael Carr) I,ose..<; bis license to pr3-C1ice medicine or to dispense or prescribe narcotic drugs; QIovideQ, how..::v~ IDal if 2 SLay of such protibitiOil. suspe!)sion Of loss of iicl:'[Jse sh.a1l be obtained by the Limited partner within thirty (30) days ofrhe insbt'.JtiOIJ. of such prohibition., suSpen.sioD or lo~s {)fliccnse, rbue sb2.lJ n01 be cau5eto terminaTe the tioited part:1er's employment pC<lcing outCOme of ?Uch proce~d.ings; (iv) because the. Limi.ted Parmer's (other than Mich-<>el Cm) privileg.;:s to pra.cti~ at tbl;; Hospital.s art suspended. revoked or c.urt.'liled (oilier than thc temporary suspension for failure to file or compk:tc such :'--portS or or..':l.cr cleric2.1 t:l..Sk.s as arc I"".l.J.uircd by a Hospital sad which tempQrarj' ro-<peUsioa is lifted witf,in ten (10) days of its imposition): (v) because of any act offra1)d., m.i53ppropr:ia:-tm:, !hdt, dishoo.esty: or :;imil:!!' action by the Limited Panner; (vi) because the Limited ?3TU1CT is intoxicated while O~ duty., ("1':.1) tc::3.~e :b.~ L~.iItd ParJlef is fot~:lC guilt';' ~f a c..te cc~,s~S'.ir:3 co; a fdony und.er the laws of the prosccuti.ng jurisdiction or enters a guilry plea or 2- plea of 'no contest' to an.y charge of sueb crime: ~ (v~i! be~ause the Limited partner (ot.;,er fuan Michael Carr) is barred ITom rccelVmg ~1IDbursc.-mc1Jl from the Medicze or Medicaid progT2IIl; ," (be) became (A) the LLrcitcd pa..-mcr (other than Michael Carr) is no": e!JgJole for mcd:cal malpractice covC:r<J.&e, or (8) CQva-ag-e for th~ Limited Parmer ("me: tban Michael em) can only be provided at a coro.t1'JeTciall)' unrcasonzb1e r:ue (l.e., tbe cost exceeds twenty pe1Cf:crt (20%) of the avc:r'...gc stmcbd. premium 23 ~I .-=:. r- I-' B ~ PH!L~ 8~~C ", .-, - g ,-4 J ~ Q :? '; :05t for otl:cr employees of ,be rcspecfive eITipJoyer) and the Li.:nited ParmeJ fails l(l cay L'tE addition2J premium above the average sWJdard prermUID ccSt; or (x) because me Limited Parm:r, in the c~e of ~cb:?d Carr, (A) materially fails to carry out and p.:rforro his d.1.IneS il1 a profess1onal ~d . competent ;:nan:lCf, (B) is barred from Participating in a husinc.ss wblCh rW~lVe-5 r:i.Inburs~[J.I~t from the Medicare or Medicaid Program, or (C) has caused we ParmC1:ship or 3-D ,t\.tliliatc of tbe Partn~~P to be barred from r~civiJlg rei..-nburs.ement from the Medicare or Medicaid Program; (;oj for any other conduct of the LimitedParmO' wbich would constit1l1C the basis to terminate for ,. good came" under the laws of the state wht.-rc tbe respective .A.ffiliJ.tt Employer is ]oC3t~d. (d) Q1:her Eve@. NOTVvithstandi.Dg 3l1j~JlliIg contained herein to the contrary, including, wi'l:b.out Ijmitario~ the provisioIlS set fort!:J. in subsections (b) and (c) ohl;;s Section 17, ill m~ event thaI 0) within t'-\IO (2) ye:.:rs of the dat~ up:m wbich the p;!Itr:~p coromenc::s op..rrations (a) any Limited parula volunuiJy k.avc.s the employ ai'm A.f5jja1C Employer, or:, (b) after being. ,errnioaled For Cause, a Li.rnitcd PartDe:r is no lQn;er Clll?loyed by al' ,o.ffiliatc Employer; or, (ii) a Limited parmer engages in Competition while still ~ Limited Panner of the partnership, men, aDd in any such evenL . ,be Partnership Oi the rern3ining PartDCT'S. as dd.ami.ncd in accordance with Section 17(f), shall have the option to purchase all, but oat le~s than all. of the P~rcenta.gc Interest of such Limited Parmer for cons\deratioD equal to (A) the great!:! of (x) one donar ($ 1.00), or (y) a1'.:le sixth (1/6) of all capital conrribucoDS mace: to the Partnership bi' ail ;\f5Ji<l!e in lieu of cJ.i.s1:t.butiolJ.S which would. have otherwise b.ct:n nadc to the Li.rni1cd P3TUlcr~ by s~ch Affiliate; and (B) tbe assumption and sa:i.sfa.ction of the partnmrup's :mdlor the nOil-selling partners' (as w.,e ;;a.se mJlY be) obligations pursuant to ~-ubscction (j) of Gis Section 17. The parr..ics acknowledge that the actions set fOlJ1 in subsectioJ.'\S (j) .:.nd (ii) of this 8~tio.o. 1, 7( d) will ca~c d~C to the p;rrme:.rship in an amollDt which will be difficult to ascer..ain p~ci~.ely. The Parmersbip and me other Limited parmers agreE not to seek an action for daJ!1agc.'l against a Limited pmiT.ter who engagcS in the actiortS sc-t forth in such ~uhsec-JoUS. The right oftbe Par.rnedrip or the Limjted ParmctS, (IS !be Ca5e may be, to purchaSe such Li'J11tcd pa:cmer's Percentage Interest for the conside=-~jon set forth in SlL?~ecriOn:l (A) and (B) of'ihis Section li( d) shall be liquidated d2mage5 for .sJch acts. The Pa.1"tDcrsrup aDd the p2.TUlers agrc~ that this provision for liquidated dsmages is rC3.5ODable. ~otwiili.standing thc foregoing, noiliin::r berein shall prevent the P3.!ti1Ct'5rnp from exercising its rights respecting injuDccivc relief as rnore fully described ir. Section 12(c) above in the even! ofa violation of the provisions of Section 12(b) above. " (e) Tri~geri:oe Evot; Sc1En~ Lirmtcd Partnr;r.:. TIle events which trigger tbe Partnership's or the Partn~rs' option to purch:l.Se a Limited Partner'S Percentage Interest described in Sections 11(a), (0), (c) an.d (d) 1-:er~f l'.rt: !.3ch referrc.d to herein :J..S a ":rri~~ering Event". A Limited PartnCl, or his estate, exeC'JtOT or personal rcprcs<::!n.1uv::: 1.0 t1')e c.3..SC of a Limited partoer's death, wr.o i~ obligated 10 ~ell his Perce;J.t2g~ Intcrf;st 24 ..--' . .- ..... ': . - - -. ;-'.;: _ . _ .... w B I PHrL~ _ . _I ~, t:. S e ( ,::. C '" 3 1 -, : (8.~:J '3 :=~ :~~ '=1 pu.""""t to Sectiuns 17 ( a), (b), (c) aDd (d) her<ofis rde" d to ,,,,,,,.n " a "S.!!!JlJ< ~ed Pa~er" (f) M~!.h.od ofExercis~, The General p;u:r:ner ~ball det~C wi1<=~er '(be pa.-t:c.-~hip or me Patino's n::.ay exercisc tlic options to purchase a Sel!wg LU!llted . ?~'Dd5 Percentage In'LCfcSi. The parrriersbip or the Pan1.)crS, as the: case IJj2.Y be, shall e;.::ercise me options 10 purchase a Selling Li.r:.itec1 pa,;-mer's percen:agc bterest under m.:s Section 17 bv wrinen notice to the Selling Limited partner within six (6) .nlont:b5 afta t.':1e OCCL:1TenCe ;f the T rigge1'ing Event. Any option not exercised withiD ttJe six month period sbal.1 he void. (g) purcha$ Pri~ The amount for r;!etemllning ~~ purchase pr.ice for the p'"'"''''' ~ f a Selliag Limited pa.-taer's Per=n2g. lnterest pursu.m to Section 17( a ). (b) or (c) l1a'eof shall be equa..; to QC product of (i) (A) (t.) tbe p<l..l-mership's average annual EBITDA (as cie:Ened below) for the 101::;t twO complered fiscal years of the Parmcrship lr...rndiatd)' preceding the year in v.:hich the Triggering Event occurs, Of, should such event occur during the fIrst yca:r of this Agrcc.rnent. men the ~uali..zed. EBITDA fOf the period commencing on the d2.i:C of tbis A8ie=me1lt and endi.ng on the dare on w'nicb tbe Tnggering fvent oecurs, g:rultipli:d by (y) three (3); less em the principal balance of any CoULc:undir.g parmership debt as oftbe date upon which tbe Triggering Evem occurs: !;lulu01ied by (ii) the SclJjng Limited Parmer's Perc=ntagc Inrerest ir; the partnership. The dett:r.llJ.i.nario.n ofEBITDA and me exerci~e pria shall be conclusively made by the PartDe~hip's ~gularly retained certified public accoutltaDt5 in 3ccorcbnc~ v.rith geT)erally .1cce:ptcd accounnDg principles, as COI1.$istem1y applied, will.ci:J dc:ter;n.i.naUOD shall be final and binding. "EBIDT A" shall mean th~ Partnership's ~ before interest, !a'(e5, depreciatiolJ and amor'iZHtOn. (b) In:;uranc<:. The P2liIlcrship may purchase and r.naintain i.n.sur..nce on :he Life of any Limited P3JlJJer, naming -:be Pannersbip as beneficiary in order to assist in tbe fundL.'1g of'me:: purchase by tie p;3Itl:1er.ship of a. dec~d Ltrntted Partner's Percentage lnterest. if the P:1rtnershjp- or the pwncrs elect to make such purch.a.st: in accordance witb Section 17(a)(i) hereof, Further,D<>rwiih.staodln~ Secuo:! 17(;5), with respeCt to the intcreS15 of a deceased P2.l1DC':, the purcM.se price paid by IDe rcJIlairUng P::u-tIlCrS of tbe Pa..-rt:lcrsrop shalJ Dot be less th;w the ?rocccds from any life in.s'u.rance mai.ntained, if wy, I)D Ute life of the deceased pa."'Uler pursuant to 1.his Section 1 ;01). (i) Payment ofPcrchas~ Price. If the option [0 pLlIchase a Limited parmds pcrce013.ge ~T1lerest is exercised, rhe purcbase pr.c!: shall be pay;;.bk as fcnows: (i) If the T riggcti.ng Event is \he death of 3. Li.rL.itcd Partner: (A) The pru1Ilership or r..'1e remaining Parmcrs of me partnersb.ip, if i.t Qr they ekct to pcrt::hase the deceased Partner's interest in the partnership, 5M3l immediately, upon rec.eipt thcrtof, tender the cash am~~nt rec~.ve~ as proceeds paid under any lit;: insurance policy or Folicl~ ma.mt3Ulcd for sueb deceased p<'.I'tD.er punu.ant to Section 17(b) hereof; and 25 F. ..:~ ~'JC ~ :-=-:=':.J -,"" B1 :::'HILh 2;=, t;C e"7~,C ., :0' --, , --, 8 ,~:? '3 0:, '3 (B) Subjec: to St:ction 17(i)(i)(A), tbe balan~ of the purchase Price (or m.c e.ntire pcrchase price if5cctioD i 7(i)(i)(A). is not 3rnplicable) ~h:ill be pa.id by delivery of a promissory Dote payable in twelve (12) equal quarter:)' installmwt.9 of pri.ncipal end inte:!cst, with paymenc.s commencing on the :5rst d2y ofth.e c21~cC;ar q'J.arteT after the date 0'0 wbich the T rigg~ring Event occurred. The promissory nete shall bear interest on me unpz3.d principal b31an~ at the prime rate a! set forth i:l the Money Rates section of me WaU Street )QuJ])aJ on the [:.rst businc3S day fol1ov.i.ng tb~ dece3..."-ed Limited PaJtnds de2.m. (ii) If the Tr:igzcnTlg Event is not the dc.1.m of 3. LiJ:oited partner, De purchase price sh2l1 be paid by deliverj of a promissorJ note: payablc in TWeivc (12) equal quarterly installments of priDc.ip2.1 wd irnaest, with p3ymeni.:S COUlJllcncing on tfie fu~ day of the: calendar qUMtcr after the dale upon Vv'hich the Triggerio..e: Event occurs' rro"~d...rI, gowcv.Q:, that in we event that the T rig~r.LDg - - ,~~ Event .is thar <;C1 forrh in Section] 7(h)(i) or 17(c)(i) of this AgrccmC!H, me purchase price stall be paid by dclivcryof e. promissory no,e p<lYJ.ble in that Dumber of eqU2.1 quarterly iJl.StZU.melJts of priDc1pal and interest tqual tD the number of calendar q'J.a.I1€rs (ignor..ng any add:tional period rr.at is Jess rb.an 2. full quarter) between the dlt: '"pon which the Trigge:::ng Event occurs and the d21.e upOD which the Rct.ir~'1g: Lim.ited Partner atuins the age of seve-nty twO (72), but in 1)0 event less thaT) LV{Clve (1.2) egU21 qU211crly in.,~cDts, with payme1lts commencing on the first cia)' ofilie cal~ndar quarter afr€'!' thos chtc upon wbicb such Retiring Limited PartJ1~ R~ti.res. The pror:oiSSOIY Dote shall bear ime:rct on the unpaid p:dncipal ba1:3.tlCc. at the prime LoHe as set fonb in the MODey Rstes ~-ti01l oftbe Wall Sueet Journal on ,he first busi.uess day follo1),~ng the :ipplicabk Triggering Event. (Ui) 'A;ry proull.s$Ory note delivered ptJI'SU.9.ot to this Agreement snall be a judg:rnem DO'tC and sball be guaranltcd. as to payment and perfoI1!'..a.Ila: by the . Par-..ncrsrup if tht: n::rnainingPattners of the part:oc~bip arc the m.akers. The promissoL)' note shall also provide for acce.leration of maturity upon default or sale of all Qr subsuntiatly ill of1.bc ParmCfship Property at the option of the bolde:, conL1in a 15-da)' grace period after wntten notice v.i,hin which to cure any default, andpro.vide mat no judgment may be e-men~d thereon UIJ.less the default continues after me expiration of the gf3CC period. The promissory note shall b~ secured by a pledge of the Pc:rccr.tzge lnt~e$! be:ng pu..-rclJascd 2nd ,he $.3IXlC: shall be subject to a Sec~rilY Agreem.enr iu form ar:d subStaDec ~tisfactory to tbt secured parry. (iv) Notwithstanding any coo..rrary ?Iovisicncootain~d hcrein., should any Lim..i (ed parm.:r 'lliolau: any of the previsions of Section] 2 hereof cu"1cr an option to purc.fuse his Percenuge Wter-cst in the PartIle:rship has bee.n ex~iscd, rh~ rnaka of the proccissor; note may set off a.,cei..a.st the baJXlCC of the purchasc pnce any damages sLlff~c:d by the Pannmwp as a resclt of .such violatioD. 26 P ~,l-; - ~ - -, -, - CP 2I PH!~~ sss e~s~: I, : -':::,~,~ '= C J ':3 Ul ReI=< of ~ 1='. In the eVent of th, pur'""'-" of a Selling Limited ?Htn"'" percen"",e Interest in "" partnershiP. "'" remaiDillg Li:nited P.''''''' and 11:.e General p"",er sh.tl us. tberr """,o.bl' b'" dlo'" tD 0 bt>in tl" rel ,ase of me Limn.d PMUler (or bis eSk-"", if .pplicabl') from apY and all gua'"2.tltces of P arwmhi p debt which ,,,cb Limite<! portner executed, including proporciooate!v inc",,,,ing t1,.i.- respect'le ,","ante'S of sucb partnership debt. In me evOOl- the remaining l.iIDited PanDers ond ~be General P3I1nct ar' "".hk 10 obcin ,woh r<1,,,,e, of the Selling Li.'1lited Parmer, then 0) ,ach rero,"Ding p3I1ner, in the ease ...her< tb<t p3I1nersbip purcbases, Selling ~irID",j h<tner's Percentage Jnures< in the h-m<:rSbip, _os 10 ,,,,,,,..uy i.ndeumi.fy, defend wd hold h2.rm1ess, in accordance \l,'ith and proportion {Q C3.Ch ~uch remaining Parma's P.:rcei1w.ge Interest, such Selli~g Lim.itt:c partner for any loss, including, Without \ i:nitallOn, re.1.Sonablc :ltlof,:leys fees, incU'r-.ed by the Se!jjng Limited partner i.JJ con.n.ecnon with the enforccm0l1 of the:: Selling Limited Partnds guar>.-ntee or gua..r-a...,tees: 0, (ii.) e:leb remaining P arm'" wbieb purchased some nr all of the Sel.ling Limite<! Parmer's p~r:;l;1ltage Inte1'~t in the parmership agrees 10 indemnify, defend md bold ~ts.s, in accord:mce wti.e and proportion to the paccntS.ge of such Selling Limited P<:ftDer's pcrcent..agl: brc:C5t m the 'PartDaship purcba.sed by c2cb $Uch ParffiCT PUT$uant to this Section 17, such Selling Lioited Parmer far any losf., including, ;without bmitation., re3SOr'lab1e attorneys f~s, incurred by the Sel1i.n.g Limited pa:rmer in connection wim the enforcement ofrbe Selling Li.mit:=d partner's guaranty or guarw.w:s. TD~ fo:cgoing shall apply to ill of tb.e {..imiled partners 3J.1d 10 the General Parmer i.o th.e event of the purcru.se oftbe Selling Limited partner's Perccnrage Interest by me parUl.t.'7s;np buy anI)' to the PartDCIS who exercise their option to purchase in IDe c.a.s.e of the purchase by the remai.1Jing Parmers. (k) Limited Ri2:ht of Scllinll: Limited Parmc:r (0 Share -in fl)!lO:1mcr:tal lrJ.Ds3cooD f.x.ccss Net Proceeds. (i) Notwi1hsr::.ndine aJ:l.yrhiDg haem contained. to me eonU'2...")', lU the event 1hzt the partnersb.ip enters into a definitive legally binding ag:r~lJien~ relating to a Fundamen!il Transaction (hereinafter ddined) witlUn melve (12) rnonlhs of the date upon which the PurC~C, pursuan1 to Section 17(a) or (b), of :a Limi~~d partner's Percentage bterest in. the Partnership is consu;Dl!l3.td, the Selling Li.mited parmer sball have we righ: to receive his share, l;.<l.sed on the percentage laterest sold by such Selling Limited Parmer, of the Excess Net Proceeds (hereinafter dcf~ed) of any such fUJJclzmental Transaction. .in cash or in securities cfthe aequiIor as hereinaftf::" provided. ' (ii) For purpose$ of thi s Section 17(k). :i "fUJldaroent:l1 Tr;lns~ctiO'Q." meaus: (i) the merger or consolidation oftbe parmership into or with another entity or entities which results in the P~r5 (lfthe Partnership existino i...-nrocdiatcly prior to such ua:(lsaCtlon holc.ing less man a c:lajonty of th; voting power of the outstmding se:t:;ities of the mrvivi:1g entity or entities; (ii) the sale of scycn:r fiv~ percect (75%) or more of me asSdS of u~ pa..-rtnersh.ip; (ui) t.he :ran.sfer m a s1.D.g:k tr.ll1saction or a series of related lJ"3I\sacrions of a majority of the :Pc:rcenta~c InterestS in the:. partnership that ar~ held by the: then cxistiI:.g parmers; or Cry) tbe dissolution or liquidation of the Partnership. Excluded from 27 ~ _ .:. .~U~ - r r-~ "-" =-HIL.~. 2!S t3~, S S'7~O .,. '3 ~ - ~ -, g ,.; "J :: 0 '}. "3 the definition ofFunol3JIl.=ntzJ Trc.r.S<J.ction sb:ill be any transaction (a) berween th~ tJ1en exis:iJJg partners of the pc.rtnersnjp, (b) from a Limited par.ncr of the P 2.I1l1crsbJp to a famj}y tIle:ID.Der ()f such Li:mited Parmer or to a tr J.Sl for the bend.1t of such Umiled Parmer. or any ofhis family members, and (c) resuhiug from me death of :my li.."Uit:cc partr.\e.r of !:be Parmersbip. (ui) For p\ll'PO~s of this AgreCC'leD; "Net Proceeds" shaH meJ.D., v..ri'Q respcct to any 853Ct sale:, the sale proceeds available for distribunoD by the: parmership a,.;er satis::a.ction of aU debts and other liabilities of the Partnership including (i) U1c i::stabti:;bment of reasonable reserves for canung6:t liabilities for a re:JsOn2.b1e period of time; and eii) the payment of reaSOnable eXpenses and reasouabk compensation for ~rvice5 renderl:d in. connection with IDe liqlidatioQ :l:ld winding up ofmc affairs of the p:L-r.ne:rsbip, each as dcren:nined in good faith ty tl1e ~ncra.l farmc:T (the "1iQuidation E1'Penses") a."ld all expenses of the transacuoD. Wi.th respect to any sale of me equity i.ntcr~SlS i.n thi: Partnership, "Net PToce~~" slJ,;.U me2l1 !be amount received by all oftbe partners in considerati(1D of ilit:ir Percentage InterestS ~ such ftmd.am.cntal T rans3cllOn., after satisfacri.oTI of all expenses of tbe rrXlS<lctiOQ, (iv) For purposes of this Section 17(1<), "E)'ce,s Net ProCfeds" sball me:l.D (A) the Net Proceeds received by j)~ partnership or tbe Part:rJaS, as ~pplicabl.e, as a resuh of 3 fUDdaroet\tal Transaction., multiplied bY tbePe:rcenugc Interest sold by the Selling LimilCd Parr.oer, ~ (B) the purchase pric~ received by the Selling Limiled partner for bis P~cntage IntcrGst. (v) The P;rrme:rship and chc Parmt:l'S sball have the right to enl~ into any tr2JJ$a.ctlon, including but not limited to a Fundamental Transaction., 'Without the prior consent oftbe Selling Limited partner. It is fu:rther acknowledged and agr=e:d by the parties hereto that tbe termS of any such fundamental Trans.acnoD shall be par-LCd to incluce employment aDd/or COD5uJting~ellts for t.~ Limited Partners, induding, v!i.thout timit2.ti.on- radiology reading conlIa(;~. which e::rrployrne.nt and/or cor:sulnug agreements may i.:J.clude cash andJor equity incentiv~s (including but Dot limited to s>>:k options Cl11d bonus stOck, or t..he like). s<:ve::-ancc: arrangements, bonuses ;md n01:1-<:ompetitiOll provisions, which a.IIlounts s.b.all DOl be induCed in the de6..D.itiOD of Net Proceeds, 50 long as (A) the Liroj1cd Partners provide bona fide se.rvi~ a.~ ~ forth in such crnploy:J1e1)t or cOn5:litlnf; agreements;. ".,d (B) tbx cum:pcn;.etioo for sucb services is at fair rnuket value. (vi) If al.1 0r any par-ion of the proceeds of such fuuctunwul Transaction is payable in secunties of the aequiror (or an af:!iliate of the acqLrU-or) or tangible assetS (in the case of a Fu..flcbment2J Transaction b,volvine a liquid.atiJlg distribution), tl:e Parmership or the Partners, as .zppJicabl;, may. at rheu- option, satisfy all or 3 portion of the .Ex.cess Net Proceeds due the Selling Limited partner bereunder by a c.a.sh payment or by tr"..nsferring to the Selling Limjted pa.,"1na, as the case may be, a portion oftho~ securities or f~ncible assets. The fair rnzrkcT. v31ue of the seOmul!:s or tangible assets as oftbe closi.:J.g of me Fund3men12.l Transaction shaH be conclusively presuzn.t:d to be the fair 23 - - ~.~ u': .c:-c:: '~ : - . =P Br PhILC; :;. . C' ,- .- ..- r-,!""'".- ,- -. - - ":- ! t ;_1 I r ~ '-: .=' 3lJ'J'~ market value cf the securities or ungib1e a$set.s for .pu.-pose:.; of determ.~ni.ng the mount of seem.ties or assetS p"yablc to uJe Selling Lrojled Pa...~cr. as we case may be. (vii) Tithe docu.rne:ntatio;l rdating to a fundament2l Transaction p:rovid~s for the proceeds 1hcr::of to be paid in insullrncUt5:, the Selling Ul1Jlted partner's share of tbe Excess N.;:t Proce~d5 sball be peid in im.-taJL:nerr"L.S ever tile same period that the proceeds are received ~y the parmer,;b:1p or the PartnWS~ as applicable (viii) Noh'i1thstanding s.nytbIDg herein contained to Ll,e contrary. payment of the ScUin~ Limited paItrJer'S respective shar~ of me Exc.e..c;s Net Proceeds shall only be made if, as and when tbe proceeds from sucb Fund.m1cn<.al Tr-DSAction are actually received by the Partnasbip .Jf tbe Parmers, as a?plie:ilile. . (1) With respeCT to the: sale and purchAse of a Selling Llmiled pa.r.ncr's Fer.::nt.age Interest u:odcr this Section 17, the Selling Limited Parmer, and c.ach of his he:.rs, adm.ini.strators, su.cc~::lOrs and assi g:1S, hereby (A) grants to the General ParLIler [he r;owe:r to transf~ the Selling Lirailcd p31'U:.er's percentage Intdest back [Q the partnersbip ()f tc the oiller Parmers. S3 tile case may be~ to record such tr.msfa on the books of the Panncrship, 3.l)d to take any and all other n.;;ccsS-1!"j actions to effectuate such rrzrt~lfer, cmd (8) ag:re6 to sign all documentS reque:;ree by the P;::.-tner=:J-ip to cffecru.ar:e such transfer. :8. Tem"lination. The Pannersbip shall be tcrr;:lli1ared (3) upon the unaniruous cOJ:!.$ent of the Partners to dissolve the Partner.>hip; (b) upon sale or disposition of all or subsrantially all of <be partne1'$bip Property; or (c) the depa..1't'.Jre, ,,\41emer by withdrawal, death., C'.."(pulsioD, or othc:-wisc~ of a p~er: pro..ided., bov.!evt:1': that ",i.r.h ~ '.vrittcn con.sc.nt ofremailling Partners then bolding at least fifty~ninc and four-tcnlls percear (59.4%) oftbe total Percentage Interests in the .p;;.rn:lcrship delivet~d to the partJ'Jership wi!.hin thirty (30) days a...ft~!' sucb event, the: Parwership shall not be dissol.ved bl.l1 sh.aH coo.tivu.e with all remaluing Pa.Ttncrs. Upon terminatio1l of the Partnership, the Gweral partner shall \....ind up and liquidate the btL,;ine:s.s of the Par"tnership by selling tbe PaJ":"'..ership's assetS 2.n.d distribuLin2; the nei proceeds therefrom, ml:r the paymc:J1 of' we parmcrshiis liabilities; iu accordance v{ilh Section 19 t>elow. 19. DistribuDons OD Liauidar:ion. (a) OnliCjUiGliUoo ofille P:lrtnersJ:..ip, t'1e asseG of ~'Je P::.:'Jlez-s:::? sba1i be distributed in payment of tbe liabilities of the partnership and to the Partners in the fol.lowing order: . (i) To pay me debt; and liabilities of the Parmership and toc e;(paJ.S.es of liqUldation, includin..g a 3Olle::.; coUJ..ll1issioo to L~e selling agent, if any, and to p~y any fees of the Parto.er3l:ip due and OwL1'lg. (ii) To set up any :-c-scrvcs which the GeDcn1 Partner deems reasonably necessary for aoy contingent or unforeseen liabilities or obEearions of the parrncrship or of thE. GcncJd.l pa.!U1er arising out of or i:u connection ~VJi.th the 29 F' . C' -: ~.cc ~F Ei ~~IL~ 'c ~ I-- - .=., -, ~ -~ T. - - 1 ~ e ,..1 J j C;~_' :: PartDership- At the e.:....piration of sllcb period as De General Pw:nO" shall d~.L advisable. me balance IDcrccf, if my: ~ha1J be distributed in the manna provided in this Se~tio1l (9. andin.the order il2.i-n.ed. Swch re~crvcs sb.aUnot be unI"'....asooable and' shall be in accords.r;cc wit~ acceptabk account:i.ng and business standards. (Ui) To the PartrJCI~ i..Il the same ordet of priO!1ty 2.S set forth in Subsection S(d), No Genera.! ?ar.IJcr or L~jled Parmer shall be required to pay to the Partnt.."fship or to any other p:utria ~y debetl in the General Parmer's or the LU:IDled Parmer's Capital Account 'lpon dissolution or Qtherwise. (0) A reasoc.abk time, as dctero:llneO by 1h~ General ParmeJ or ir.s re?resent.:ltive, as tbc case maj be, $baJl be allowed for tne orderly liquid:ltion of the asset:; of rh..: partnershi'P ;;a:d me disclla-rge of liabilities to c:editors so as [Q enable -:.be General Parmer or its representative to JJ1inilTli.ze any losses anendaut upon liquidation. (c) Anything in this Ag;eemem LO t~e conti'arj nO'[\Nithstanc!ing, the Genual Parmer shall not be personally liablc ferr the rsrurn of the Capitai Contributions of the . Li.r:lltr~ partnen, or any portion thereof, Of.' ofille monetary value thereof; it is expressly understood that any sucb retum shall n.~ ~ ~olcly from p~~b.ip 3SseT.5. No Uc::lltcd Par.:ner shall have me right to demand or ree<:i,;e any property other than casb in COnrl<:..-CUOD with the termiro.tion and liquidation of me pa.rmership. 20 Noti.t;:e:5. All notices required or permitted to be given ptL~t to this Agr~ent sball be in writing anC shz.ll be sent by regi,stc:rcd or certifieD :::Jail, rerom receipt requested., (0 the pa..-tncrs at the addresses S-Ct farch herein below their signatures, or to such pJ.ace as each paTtr1er mJ3Y crreCT in the aforesaid rDlILCer. Notices to the pa.rmcrsbip shall be SC::nl to we General Paru,cr. 21. Governin~ Law. All questions with respect to tb.e constrUction of tl.is Agrttrnc:nt a;d the rightS ~d liabilities of rue pdIties 5)-d1 be determined in accordance with t!1e appliC2ble provisiOn5 of the la...:Js ofLhe COlumonwc.ahh of Pennsylvania, v.;ti'lout reg;rrd to :he confliru of 13.W:; pnDciples thereof. 2:!. P.:rties Bound. This Ag:-ee.cn.ent shal] inure tOme bene:fit of. and t;.; binding upon, aU L'rJe parnes and their res~ctive succes.sors in iLlC.!'CS'l pffion.al repc-esentat1ves, estates. heirs and l~:cc:s. and permitted a.ssj~s. 23. Validjrv. If :I.0Y pro.-1sio!l of this A.gTe:ment., including, wiclwu! limitation the n::st::cted conduct, geographic scope, Restric.cd Period, Relev;mt Period, Applicable Time, or other time period set forth in Section 12(b) of thi.s Agreemcm, or the application of :my such pTLlvi~ion to any person, entity or cucumstaDce is held invalid, ill~ga1, unreasonable or ~oc.nfor~€:able In any rcs~ct by ~ court of competent jurisdiction, then to the ext~t pcrmi.nc.d by JaW. suen COlL.., may modIfj the parameters of dIlY sucb prevision to the mini.mum extent nccessary to reDder suer, provision in c.omplian~ .....-itb law, rod the parties heretO ~ee to a.c::ept and be oound by such det.eI:Dinarion subject 'to their rights of appeal.: provided, however, ilia! $ucb provision shall not be dCe;JJed amender:! for pu.rpos~ ofth~iJ enfor~ct:nen't in any 30 ~ _ :- ,-1 ,-\': ;::.~ r _ . _ ;"C c S~-=C T1- 31 "7 1 "7 8 ,~ :J '3 OJ '3 . - . -. >-- - >-' .... J,ri,diction in whicb ,"ob p,,";,ioD> would ,e ",lid 1<,>' ",d enfonuble ",itbOill2JDcn~"'C to ,,"dinon, '"Y suc,h invalidity, illegelity, u",,",onablen'" or ;;urnfo[ccabrj,ty will not aucd any othct' provision hcreof. 24, (:aOll~' AnY zrtiele or seetio" tides or e"Ptioro contained io this Ag;eemeot are ~m COlivcmenee only ",c ,b,]l nOl be deemed to amplify, modify or give feU OOUce ofc're p1'o....-isions thereof. ...,- L,) . fower of AtiOT1\~. (2) Tho: Limitt=d partnerS her~by consunne and appoint tl-,e: Gener.J Parmer as th~J ~c and lav.ful tl!lomey, i.;) thci.r o:m::e, place and stead., to make. execute, acblowlc:dge and file one of more ccrcifica:SS of limit~d parmei'Sttip, fictitious name rCQ'istrations, and any ceT1j:6.cat~ 'or oreer wstruJlJent whi.ch OUY be required to be pled by tb~ Pa.I1.nership ilIlder the LaWS of the Cornmonwca1m of pennsylvania, of IDe appliczbk l.1ws of any othtr jurisdiction or jurisdictions j.T). ....-hich it may be deec:nc.d necessary or desira'ole, and any and all amrndIDents or modifications of such ceni:6c3.tC::i or insuument5 which m3Y b~ re:quired to be filed, i.ncludjpg documents to admit, substit'J.te, or permit withdrawal of a Partner, and an other dOCL!B'~t$ which may be required to effectu.:!.!C the dissolution and tcrminntion of the p:umcrsbip. (b) Each Farmer authorizes s1.:ch anom<:y-in-factto take any f.nti:eI' action which such anornc)'-in-facl shall consider necess&lJ.y or advisable in coonection witb aDY oftbe foregoing, he:r~by giving such attomey-in-fact fu.U power and authority to do and p::.rfom, cad. and every act or thing whatsoever requisite or advisable to be: done in and atout <he foregoing as fully and to the ~roe o."tcIJt a..-; sucn p:u1ner might or could do if personally present. hereby ratifying mdc.on.fuming all that such :lltoIIley.in-fact $h.ill la\.vfully do or caUSe 10 b~ doD~ by virtUe hereof; provided that in no even, may the Gcne:al Panner utilize tbj~ power of at!.Orocy to C25t any vote or conscrlt of a partner e.rnitled to vote under the termS ofmis A~roeDt or by l.rJ;. Each putDer bas and does hc.reby agre: to execute any and.all additioD.3l fCl1Il.5, docum.cr.t.5 or instrUl!le!IlS as r:J.2Y be reasonably n~cess:ll)' or requ:rcd by the G~nl!d Parmer to evidence me power of attorney granted in tbis Section 25. (c) The awotntrD(;nt by all LLTJ1itcd Pamer.; ofille ~neral Partnc:r (U) attorney-in-fact .shall be deemed to be 3. power coupkd with an int€..r(;S~ in recognition of the fact that c.1ch of the Parmers under this Agcc.e.mcnt will be relying upon the p)wer of me (Tener-a! Partner to act 3..S con.cropl:ncd. by dus Agreement i.n any u]ing we otner :lC1i 011 by Lhen:. on bcbclf of the Pa.:mersbip, and shall survive me ba.nkruPtcy, death or 6com.pclc'Qce of any partner b~rcby g1ying such power .md the sale: transfer or other assi;;nmmt of all or any part ofille pcrccntagt: liltcrest 0: such Parmer, provided, hOWl:VCf, that in the event of the assignmeDi by a Li.roi1cd partner of all or:J:!J.Y part of his pcrccntz.ge fl1tcreSt, lhe: fOJ(:goi.ng powcr of attorney of an as.sigD/)r Li.IDitcd Parmer wim resp::Cl to such as.cigoed. Percent:J.g~ Intcr~"l 0: yart hereof shall Surv1ve such assignrnc:!t only until such time as the assignee shall have be~1) admitted to the Parmersbip as a substitu.tc: l.iJ:Ditcd Partner and aU required documC1"lU :3..:1d insrrumeulS i.r.>du.din::;:. 'l;Jjtbout !irPjtarion, 3. power of attorney executed by ~he substitute LL-illted partner shall b'avc bee J 1 p c::= ,.1 :: c~, c-. ":,t:.-:: P~IL~ :3 -, ~i ~=: .' ~'-.~. S ,:01 :~~ .j .] ::: =' d1;ly executed, :filed and recoreec to effect SL:ch $Ubgtin;t~0fi in accorcbncc ,..nth this Agreement. (d) It i~ expressly Dlcnccd by the Limited parners IDat ~c foregoi.DS power uf ~n0l'!\ey is coupled with <lr. in.ere.~t. The [ort:going power of anomey shaD pcrtalJl to any Sl'.bseqUCDI or substin.LC lk""'lltcd parmer. 2:1 !!vtie.; to Affiljate EmDlover. f..3.cb OfIbe Limited Parmers b3..S executed ;m WJpioyrncnt agreement ...;r.t.1) one of the .A..fiiJiate Emp~oyers pursuant to which such li.:nilc:d ?ar.ncr is requirec to provide sueD Affiliate E:::nplo:C7 "'(1m fJ.ll time employment servic.cs, \J c; thin g in this J\gJ'2-..."11lC'Ut.. inctuding, ...,;,thout lirnlt""uoD: t.be provisions set fo~ch in S~tjOI1 12(b) ofr.his A~ment, shall be CODsm:ed to pCT1']1:t;my LjT'1it~d Part.ner to t3.ke an)' aCbC.lD, or fail t!) ;,ake any action, which -c,oould be in violatiun or CODtr.3.VenUOn of the reSj:1ectlve e:7101oy:nent acrec:r:n,.:ut of the Lirniu:d pa.-rmcr, incl~GiDg, -without limiorion, the obligation of Ltc'Lilli r.cd p:mner to devote hi slher fLlLl ~i.TDe to the perrnJJJ12Jlce (\f bisJbcr duties under we re5?ectvt': employment a.greanc..'1Jt. 27. A.!Tlendrnent. TIll's Agreement is ~bject to 2.;1'1endrnent only wnh the :::onscot 0 f patcners bolding at least fifty-nine and four-tenths percent (59A%) of the pcrcci:rtage IT):~st5 in the: par'~t.TIhi:o. and such ar:::cndmeut sb.all be dfective as of such d2.tc as may be dcrcrmin~d by t!:;em. LO, Filed CcrtifiC~C5. The Gwual Partner ne=c. not deliver or m.ail !O the Limited P:rrt;ters a cop)' of 3IlY filed certi.nc:ate of Li.m.ited psrmcrship, or any amend:uJ.em thereto. 29 Entire Al.!!ttmeI:,t. ]l1is Ag:eemer.t contains me cotire uncersi.2Ilding bctWCC'D tbe Gcncral Par.ncr and the Limitd PartnerS and S\J}Xrse::lcs Xly prior written or Or.ll ::.peero.euts among then respecting the with]!) subject maner. mere arc no representAtions. agreements. c.rrangC!.DcutS or undcrsr.mdings. oral or writ:cn, bdw~en and 2.IIlOng the Parmc:rs heTcto reJaUn;;? to the: sl.'Jjec:: mattcT of this Agreemem which arc Dot fuUy expressed berein, 30. ~xc~utiOD.j!1 Counterparts. Tbis A:;re.emei1t may be execlrced in 'Jr.y number of CO\ll1terparts, eacb of\:\ottich shall be deemed to be. an original as again...<t any p3ltY whose sig!lar",Tc appears thereon, and all of sueb 9baJl 'tOgctbcr con..c;t:irutc one and Lbe same instrument. This Afgeement shz.1;1 become binding wh~n one or more counte:rpart.S hereof shall bear the <;i grn:ure.s of aU the perties reflected hacon as the )ignalmle:s. 31. ~udc. Etc. 'No~GS U.o;~c be.cin, rcprc.1.zss of~c I4mnb::; z..-:d ;~c=, sy=ci..-'3ca!ly usd, shaU be decrned and con....~cd 10 l..'1clud.e aoy other number, si2lgular or plura:, and aLY Other gender, oasculinE:, faninine or neuter, as the conle:":t require:;. 32. ~Jf D3VS. In compunn~ the number of days for t')e pU.-pose of this p.greemeIJt, aU day:; shall be cOUIlt.Cd, including Satu.tdays, Sundays wd holidays; pro....ided., ~owever. that iftbe final day ofaDY time period falls on 2 Sarurda)', Sunday or holiday, tbffi tbe il()al day sballlx: dccm.cd to be the next day v.fuer: is Dor (l Saturday, SUlJd.ay or holiday. 33. . L"lleror-etaUon. };'O provision of iliis AgT~r;:IeDt is t(\ be interpreted for or agaiD.$l :L"1) party becaJ.J.Se tb3.t party or ,-hat pa..r:y's legJ..! reprc5crlb.rj\le c.r:lltcd such provisjoo. ~I -'~ P. -:,,=- c. : c: c. __' -'; ::J ~ " ~ _._ ~~~ 8~~.0 T ~. , . ~ .~~ '3 0 ~: .; :::' c-, . _I , 34. rgird p:lGYJleTJeficimcs. Notwitbstc:!di.ng 3.l1)'1.bIDg he.rciu to lhe contrary, no "TOVl"on ofths AgIo-omen! i, inlended to benefit <illY p<111Y other ww,),e P='-'"' Dcreto and :hc~ "",,,oSSO," ",,0 pc-rmlUCa assi~ in ooe p_cdup ,od ,0211 not be erJorcoable by "'Y (.JU-.E.T p2ITY e-; w 1Y;;ESS v"rfEREOF, the undersigned ta'ie e:\ec.llcd this Ll::nite:d PJIIDcrsb.ip :\;;rCC:Ilc:nr as of tbe day and year first above -,;. TInen. GeT)er.l1 P;:JtTH~'r: TRl-S1ATE G.P., LLC, a Ddawarc li..'11ilcd liabiJ.iry company ~\ , By: . ~\~~ , George J. Brad - " D.. President Limit~d pRr01el2.: By: L---~ GeorgeJ.~.-~~ ~ Ad.Grcss: \ SS3 Q,~ ~ L~L.E' ( Q'I~L QB \0,04.0 [lM~Jih' [7'? Yficroel R. c~. M.D Address: 1J1? ~"\ fZ( r- -<C - frrv>'- /fr ji) wt B)- Jfd~~ 'v 'MUi31D H. H '. M.. " AddP':s5: .f:(f ()/~J)(l !~x/f~p </R[) -' fA. (f~i.( I :/d:J By: '8:)': I).li ~).'>t~~ vb Philip J. Moldofsky, M. . v Adcir~~: '3 \....:~ Q.. t- ~ \....& ~ o1>c.,c :;.;-" v;;\)~. yC\. 'a' LL{~O-D ~l 33 '-- = C r1 ~ j:~; !- r-' B I ~ -1 r; ..:. .::t-': ~'~'~,r' i' =. 1 - . - . ' : '~'.": '~: S C1-~: '? p C- , . -,.,:,: ~~- -J't;:{;y S!Roscnblurr"- MD: ~dress~ By' ,V:AlAv;t!-" [ . K~::..nc\h E. Bn.m:berga, ~f-D - - Address: //' By: ~J ( ~~rz C~./--O- Ernest C3...r:1p<movo. M.D. G/ Address: By: _ ') . C)O,:~~ Jucith YJolfstein, M. --- Address: 3y ~~ Michael ea.,,- f,ddress: :35 I __~~i:I.~ ~- =~,,;:J; - . :.-~.~. . . 'L . -", ~~~ '. .~ ..-:- -., .~f-r_~- -",:;?~-. r_ ~._,~..._...~... _ii, ,- r '-,' ::JH: ~ . ~ ~ ,..1 'j3 C~ :~:i ':' r::"_' 001 Exhibit 1 CO]\,SE~T BY SPOUSE C)if19f~ zJlt7 Tnc undersigned.. the spouse of , hereby acknowledges that I bave reae. the a..'l.ached Limited Partnership Agreement of LebalJon Dia.gnostic Imaging, L.P. (the "partnersbip") dated _, 2004 by and among Tri-Stare G.P., LLC. Ge.{)rgc J, Broder. M.D., r-.l..ichael R Clair, M.D. William H. Ham, M.D., Philip J. Moldofsky, M.D., Jay S Rosenblum. M.D.. Kenncth E. Brumb~rgc.r, M.D., Michael Carr, Judith Welfstein. M.D., Ernest Campanovo. ?\.1.D. &'1d Chris Ladd. M.D (the "Agreement"). a..'1d I hereby do (;onsent and agree as follo\oV'S' 1. J exprcssJy waive any rights which I may have. during my spou~e's Jif~c by reason of equi~able disrrib~tion laws or ou'1erwisc, or u?on his or her death in the eyent tb.at 1 should take against his will or otbc:rv.~se, to receive any partnership interest in tJ)e Partnership from my $POUSC or the estate of my spouse. 2. I agTee;o accept in lieu of such pannership interestS an cquitablt: share, if any, as provided Sy applic!:.ble law, of the purchase price as provid::;,1 for in Section 17(g) of the Agreement for such partnership interests to which I nay othen>.i.se be en:itled S~\V[Q'ESS WHEREOF, [ bave execuloo this COll5<nl by Spou>e on tills 6 day of ~ VI r ,2004. WitIJcss. th; f .~(Lj /70-'; add C)d#-U tJi) 2 p.5j ,- ~ . --- ' =- F' :e: ~'.....: I L~ ~:~ ~~,S e~;Q ~: ~l~:~S.~J3JJ3 Exhibit "B" ~ i-' 1 . '-,U -::. . c ~ ~c' "-'. ::,~ l_~ i~ ; -, : -, g ..:=:~ C '? :: ,-=- ":, ~.-: I J ANDORRA RADIOLOGY ASSOCIArES, P.C. 520 fo'X Chage Road Roc.\<leOge. PA 19046 215 - 663 - 2450 Fax 215 - 863 - 5910 Go-<:>r:le J. Brocer. M.D. Ernie-J. CJrn?0101lO. 'I. D WOltlJrn J. H!nl, I.\.D MI;ODt! R Cl9ir. ""0 Pr>iI!P J. MOI"ofsKy. M.D. JTi S. R::>'lenb1um M,D, Kernl:ltT1 E. DflJrnbCrg~r. M.D December 23. 2005 ~fff-D /tfAII./J?eTURN RECEIPT BEOUE$TED Executi vc Dire<;'Cor Carlisle H1vlA., Inc. dfD/a Carllsle Region;;.] Medical Center 246 Parker SlIcet PO Box 4100 Carlisle, PA 17013 RE: Notice of Tennin9tion Dear Mr. Leonard: This letter wil.1 serve as Andorra Radiology Associates, PC's. formaJ notice of t.crmir;ation, without co.use, p'Ut"5uam to Scc.tioJ1 9B of its HospiTai-Based Physician Professional Services Agreement with Carlisle l{lvlA.., Inc., effective .h:ly 7.2006. We would be happy to discuss rr~)sjtion issues ",;th )'0\.1 as we approach the termination date. If you !lave my que~tions, please do not hesitate to contact roe. ::~YYOU~c- Michael Carr MClvpJ cc: [;;Jest J. C2.:-npOJ1OV6, M.D. Micnael Clair, M.D. T!wrr. J..S T;w.::n 3.,,") y, E. sq. General CounscL H:YtA F . ': j . r:- :.=:. =-, r- t-' ~ 1 ::,~ r L- ~ - 1:-, r:. ~I ,::, -:"- Exhibit "e" ::.,-, ~,' - - - - - p. - .:' :::J-___ Fe 2: ;:'HI~~- 215 sr;s ::;1'f:JU j 1 - ~ ~8.": J 3;J :-.:: ANDORRA RADIOLOGY ASSOCIA n:s, P,C. 820 Fox C';ese R02ld Rockledge, PI< ~ 9046 215 - 663 - 2450 Fax: 215-663-5910 G4~roe J 3roaer. M.D. E.mle" J c.mpo~ovc M.D William J. Hartz. M.J MichAel R CIBlr M 0 Pr,iilp j lJ\oldof'J!CY. M.l). Jay S. ~oU!t'\t1IL'm. MD Kenneth E Brumoerger. M.D. Dccember 28, 2005 Carlisk HMA. Inc. c:i/'oIa Carlisle Regional Medical Center 246 Parker Street PO Box 4100 Carlisle, PA 17013 Artn: Bill Leonard.., CEO RE: Notice of Term.matioD Dear Bill: As a follow up to our very positive and productive meeting earlier this month. want [0 reirerate that we would like to continue 10 provide Professional Radiology Scrvius to CRMC but we can't under the current economic sUUC~, We would glsdly ex~ute a new contract immediately if it wouJd include a guarant~ pro\ision like the. first two years of the current contract cOT1taincd. Unforrunately, the: IcimburseIDeJJt and malpracti~ environment in Pennsylvania ha.s made a guarantee provision a necessity in radioiogy con:rnctS. flook fOf'J.'afd 1:0 hearing from you soon. -- Michael Carr F . t-, , _ ..:._ l.-i -: I 9 c =- r- - 2: PH T: ::: :i~ '::; . r:J ~_~ i - ,- ..- - ~,- Exhibit "D" '; : - 1 -; S ,-1 J 3 D : '3 ~ . r;.~ -: c =. ,] ~~ ~ . ._' -' ~ ~ l= B: ::; :-i I _ r=- 2 : s .; r; :; ~ t ":J ,_' .:;; ; ~ ; '"7.S ,j ,j '3 jJ ~ '~ ANDORRA RADIOL.OGY ASSOCIATES, P.C. 101 Greenwood Avenue, Sulle 150 JenlOntown Plaza JenklmoWll, PA 19045 215 - 663 - 6480 Fax: 215 - 683 - 2451 GeotgP. J. eroder. M 0 ~ melt. J. earnpooo'lO. MD. wlflta/f' J. HQrt:. !'wi 0 JAICMeI R. Clair, M D Ph I1Ip J. PolOIdoful(y, t.\. D. JC'f S. RO\IlInblum. ruI.D. I(amIIh E.. 8ro rnt:-rger. "'. D February 1,2006 Carlisle fIMA, Ioc: d/b/a Carlisle Regional Medic.1l Center 246 Parker Street PO Box 4100 Carlisle. FA 17013 Attn: Bill Leonard, CEO RE: Follow Up on Notiee of Termination Dear Blll: I wanted to follow up on m.y 1encr dated December 2&, 2005 regarding our termination ofProfe5sional Radiology Services- To date we haven't beard anything. I blow you are likely overwhelmed with the move to your new 10ca1ion a.oy day now and the Radiology issue may be on tbe back burner, but we arc concerned. As you rcc.all, at OUT meeting 00 Decetnber 7, 2005, there \lias positive discussion and a sincere e:;.::p~sion of serious intent on all party' 9 to engage in substantive discussioDS early this year. This hasn't happened as afthls letter. Even so, we still remain eager and commincd to worlcing together, as 3. true strategic partnership, to craft a meaningful, mutually beneficial radiology se-rvic.es agreement 'with which tile can all move forward. To kick ~An these negotiAtions. we would like to plare an offer on the table. We would like you to con!ider a monthly guarantee of $17 5,000 a month beginning July 2006 and CRMC would pick up the monthly Nighthawk expense swting the same time period. We feel this is a very f.air compromise and significant reduction of the ongmal negotiated guarantee. Ths good faith offut' ~lidifies our earlier int~tions to seriously negotiate a n~ coIrtract that can v.rork for both parties P.';S -;:. =-~='Ct: : '=; : -:, '-:' r'- E: PHI~~ Sr:": :=. -,:= p-~ -' '-"-' ... ,~- 'j: - 1 ~2,(JJ j.:1j 3 We again express our \\illingne!lS to meet with you as soon as convenient if there i3 further itrterest on your part to negotiate an amiC8ble contract. If this i~ not tbe case, 1 hope you unde.r3tand that even though we respect the needg and right9 of the CRMC medical staff and patients, without any serious negotiations we ~;ll have no choice but to publicly announce our termination, likely at the ~wch MEC meeting. lloole forwanl to nearing from you s.oon Very truly your~, Micbael Carr CEO Andorra Radiology A!lsoci.ates, PC F -- :1 ' ::'H; L':' 9 -: ~ .=~ - -- ..:.. '_~ l~ '::; Exhibit liE" ,-'- . - . -- -:; J !,' ::::'~ =. ':' ~=, j3 p.t,~ .:.,JC~. is:::Jj F~ 81 PHIL~ .:. ~ ~;t,S 8~ti;=j T J~ ::i j , J ...., 8~ :j 'j CJ :::'~ FI _____":,,:.:.:1;.:"'.2.:. "e.c:: C(~ r: _5-;?---~._.-...~~lr.'_""'~_~ ~r;~L~.~.,,~n~.'2o.~ .~~_7.! crc~- :~2~~2G~:,~2C:.~C~ "--- ~ -~~- ~ - - . S~r.t ~cr:':2~/: .r...pr:.~ lIt 21:C6 E:"J9 PH l(): _~.a.~' !J!l:-:E: t-:~:ra~~d@aol.CQr:-, ,:. L. b j ~ ,::.: ? c: :; .) == -: : 2. r 1 :. 5 :l. ~ ~le;:? CC~E:~~r ~y ~-mej.~ of ~hllrs~ay, :-;)~ -=:~::~iElc e:i\t:~cj-::"'S:1-: ~g::-e~rr,E!'"l7: just W~~: ~:~~iC~E. ~ ~~l~ ~~lloW th~s ~i~~ Ap~i: ~~tn ~s ~ct~ce cf termi~a:lcn 0r e~plcyme~:. f:2.'j5 "wr:i':to:::'." ~.:.:~:e, ar:d c.C'2S o-:,f:.r.o: '::: ;,l:".cm c:c C,! a :e-:te= :0 IIcr-=,SS c.ny :.151f _____C::~Ql~a~ t~sssage----- ::c~. ~~;r, ~i~:~ <m~~~.ca=:~t!~s~a:eo~~~~rl.=or.> 7.j: : ~ .=.j.:;:: i~ 0 '.. (~a0~ . co!",; 11::cr ;:~a@)O 1. co::\ 3e~t. ~~~, :: Ap: 2J~E :1:3G'3~ -0400 S~b~sct: ~~. ?os~ 1:~r:i51e ::0::'::'1 __ h~~r :: jc~r :ie:ls:.:;>r:. F.t':2::hed ar~ ~ect:"Jr,:: .c.! :,'o!J:( '2r.'.plo:irr.en': c:or.trac: ,,~j _~~ J~o::r!:i~g J0reement tha: spe:i~lcal:Y tal~ ajo~~ ~Jn-:o~p!~e. W~ ~:..:l ~av~ r:J':~J:c~ but ~o a~ide tj t~e attache~ la~g~age, we ~eej :0 pro~ect ourselve~ ~U~~ 3S jJ~ :r:e ?rctect~ns !our~elf. We ~:..~: rev:e~ ~Jur req~e.st for releas~ ~=ior to the :.r' c::"IS- ;.ot:~Ce ?e: 'jl":;'J~ .:on:ract. _____0~i~1~al ['le~Sl~~----- rr:~: cladd2J~0~aol~Cc~ [~ailt~:cladd2c~:~a01.:oml Se:'.:: '!r..;:::sdc:.jl Jo.p=:..:" 13. 20C6 ~:':':'C?M Tr,' ~'~r :.r-2.:::.:rI.:i~ ~01 .1:0:7\ ': c: ':- 2. r r 1 ~~:. k~ S~b:E,:t: ?os~ Car:i!lS t.: ~ :~ :. en .:;s e 1 r Tn2~~S :or t~e kind ~~rds today. I h1~7e do:cid~d to be ~r:CJ~~:tec a:te:: the Carlis:e o::o!''':rac':. E-x?ire~ rJune 3':' I ':r.ir.:-:~). Ea';:..ng ':al.i:.2d to :0CJr;1S C':lI:\Fani~s a:1d l~cal g.r:,)UPS, th~r~ ~'CP SolU':lC~S fer me in the arec tha~ I :1~ea Ie co~s:d~r. : con'': ~an~ ~o junp i~tc a:;.y~h~ng ~00. bu: ! nee~ to make Fla~s ~n~ ~o s:!y reve:1~e ne~tr!~. Fernaps mos~ i!!\pv'c::;:;tl:;, ! h.:;'IE rea:hej a poinT. ",i",ere : desire -::<:: .....c.rk. fo:- rr.yself. Wit~ t~esc :t:..ngs i~ !!lind, any availabill':j arter J~~e 30th ~o~ld have to te cn a ;er-dlem ~2si~, ~ssum:n~ rey malFr2.ct:..ce ;olicy does ~at protib:..': free-lanci:;.g, I wo~ld continue che polley ~t ~j o~~ expense. : ~ould C03FA my ~ealtn i~su:-ance. T :~311ze th~t I tave IO ~i7e ~ri:ten nocic!. ! an ~ll::ng co do :hat nc~, or: - could ~]:t. :n ~rder to wa:':, I ~oulj need an ass~=a~ce ':r.3~ the 9~ d3j ~otificatio~ w~ll be ~~_V~,~ 11n,jer t~€~e ci~c~~tan~es. ... ~a'-,.~ ;',1 '-1 ~ l ~ (.. ..~ :e';:E1:S :;':Ij J<:..r<.:J. Than).: iCI:; aqs:n, cr. r i ~ =- ~=\ ;J -: ~ ~: : s'~ ..... I-' B I PHIL;" ~. -:'J r:: ::; -, ~ J...-; .....1 '.! . - ::. : ~ e.~ :: '3 C :: .:: Exhibit "F" ~. t;?' ;J: j .- :.' .J .J t; I:: : :;,':; ;:-;::. :3; ='H: L..r=- 2;S .::>=:: '- .. .. " , 31 -;"l -'--3'~ J'::J'j3 F.70 M3;~ tin< PI~fW'<t.i' Ima;iI'~ 'I.,u>h'" o;lti., ~, Ioo{J' J .. ,0 \";-. -' .. : /-00= opec 1'00 Ocl~"IIFC OrCJ1 ..m.r tcl>;U10n 1).~"Tl","," h'~"f. R,ru:~h"\lH -,qt;:1re Im~n~ ;.~'I . I ,.Jot': . ~.. rcnn5"~V:"';' [)i.!:"o!ti( Im.elnf I. . l'CJ1r,'yl"""IO ()pen MRI ., t.: '.," .,...\-.......:. .r ,. ..' .-. ~--.., ..:.- '.. . .... v-Iv,;v.J.lristatelm agi ng,co m ~ ol:Vlil1>p;;l; ...."'1l J.4JJ"AlJrR Of [MAGtl'IG CH1'lITP-~ ,,-'It) !'ll.O\1Dl!1t 01' PIWfLS510:'</Il J./J}10l0C1' sr:;'\100 J'JD.e 21, 2006 VIA FA CSIMILE A]'v7) CERTIFIED MAIUREnrRN RECEIPT REQUESTED Chrisrophe;- Ladd., MD 1339 Quail Hollow Road HurrunclS"t.OWTl. P A 17036 Dear D~ T...add: 11 h<'..S come to our 2!:t!:\:ion ~hat despite our earlier wa..-nings, you have continued to o.egollale with Carlisle Rc:&ional Medica! Center ("Carlisle") to replace: our a.ffi.liatc;, Andorra RadiolO!!y Associates, PC ("Andorra"), and provid~ profe$:.ion~ radiology services after A:JdoIT2.'s professto:13l servi~s agreement with Carli.sle ~nds OIl JuJy 7, 2006 (ihe "Andorra Agreement"). TI-js is in direct violation of the regtrictive covenants in your agreements with 't'IJ,!O AndorT2- affiliates: your partnership a.greement with Lebanon DiagTlQstic l-nagmg. tP ("Lebanon"), and your employment agreement with Fox C}.ase Medical Center Rildiology AS50c.iat~. PC ("F ox Chase"). J reminded you of t1)ese rest:ictions in an e-maiL d.a!~ April 17, 2006 aJ)d enclosed copies of the relevant ~ctiom of those ~ecmE:nts for your reference. (A ::opy of L!,csr; scction$ is "gain provided wit.\-j this lc:ttC~.) 1n paricular, SecriOr:. 12(b) of the Leba.non partnership ~ccme[Jt spe.cificc..ey prohibits you froen soliciting b1J5tne~S non or performing services for Carlisle during the time you are a paTt11er and for a period of ""'0 years Lh~reafter. You llgreed i~ Sec.tion 12(c} that these rcS".rictioos are rca.so:1able and nCl'~ssary to p;-ote:t che lcgitir1l2.te D"Jsiness i.nte.rests of the partnership and its partners. As a C'.1ITc:nt par"'.ncr in V~ba!10n, your actions 10 date hav(. been iI: direct violatloo of dU5 non.so!ic::J:ion restriction in an 2.F?2J'em attempt to bave Carlisle contraCt "'1':h you ilir:::ctly to pro-vide rad.iology serJic.es ::u"1er July 7. 2006 1'1'..:.5 has completely 'illldcrm.D1cd our al.Jiliry to negot;ate a f1CW agreement with Ca.rlis1c. !\.s a result, you have int-.:rfcre.d vdh OUI ClL.--:cnt and prospective business relauo<1ship 'NiL!' tha1 hospital ilTld C!lClSCct \l5 substantial camages for wh;c~ we wi~l hold you personally Jiahl~ In addition, If you actually do provide se:VlC:S 10 Carbie af:cr .bly 7, 2006, citI'Jcr directly orZS an employee, subcontractor or agent of aooth<!:'(' group, you will be in cued vl01ation of:b::: nOLl-c.ompete resnic1io:1s in (he Lcba'Jon aDd Fox Chase agreeiTJcn:'<;, fsr which we v..-i~ also ho;d you liable. ." T~,' T H ! C ~ .-:, E . "'7 0 .. ~ ~ Addendum D The primary and secondary service areas of the Culisle Regional Medical Center are detined below to include the identified zip code locarions and all areas between the zip code areas and the Hospital, ;pn;rialy'iS'~1~~'Art1:~1.t!:'i;t~~~;\2il~ipf;(~~~;fu~,Q.~~W];~iQ;:;'H?bSf;itr:~if~tti~l~}Ii1t. Blain. 17006 Perry Boihng Springs 17007 Cumberland CQrlisle 17013 Cumberland ElIoitsburg 17024 Perry Green Park 17031 Perry lcL:esburg 17037 Perry Landisburg 17040 Perry Loysville 17047 Perry Mounl Holly Springs ] 7065 Cumberland New Bloomfield 17068 Perry Nc;w Germantown 1707] Perry New Kingstown 17072 Cumberland Plainfield 17081 Cumberland Shennan!> Dale 17090 Perry Newburg 17240 CllmberlandIFranldin Newville 17241 Cumberland Shippensburg 17257 CumberlmdfFranl.:lin Walnut Bouom ] 7266 Cumberland Apsers 17304 Adams BendtrsviJIe 17306 Adams Gardners 17324 Cumberland ldaville 17337 Adams York Springs . 17372 Adams {~;~9~~4?~~~1::Ii:0}S~frugI~~ri~1g,~~riiilJnWf!;f~$.8:!i~~~~~lJ&:~1:,~j;j;~:~i Di1Isburg ] 7019 Y or1:: E.ul Waterford 17021 Juniala Grantham 17027 Cumberland Hone)' Grove: 17035 Juniala M~chanicsburg J 7055 Cumbt:r1and Newport ]7074 Pmy Ambl:rson 17210 Franklin Concord 17217 Franklin Do)'leshurg 172 J \I Franklin Lurgan 17232 Franklin Orrs[own 1724:1 Franklin Roxbury J 7251 Franklin BigleTville 17307 Adams CashlOwlI 173JO Adflms Frank1inlOWn 17323 York McKnighlSl.Own 17343 Adams Page 26 or 40 EXHIBIT IJL- , CERTIFICATE OF SERVICE I hereby certify that on this 3rd day of July, 2006, that a true and correct copy of the foregoing Complaint has been served, via facsimile and first-class mail, postage prepaid, upon the following: Paul D. Weiner, Esquire Buchanan Ingersoll, PC 1835 Market Street, 14th Floor Philadelphia, PA 19103-2985 CGA LAW FIRM e . erbe, squ Supre Court 1. . No. 79151 Tina H. Fox, Esquire Supreme Court 1.D. No. 93366 135 North George Street York, PA 17401 717.848.4900 telephone 717.843.9039 facsimile Attorneys for Plaintiff {OO170387/1 } 22 - c. :..;:! ril I G.; CJ) ,,-.....-., r ". 01 IN THE COURT OF " CM\,tUfJ .p L€1tS DAUPHIN COUNTY, P5NNSYt.N~NlA- ~ LEBANON DIAGNOSTICS, et al Plaintiff v. NO. 2006 CV 2844 CHRISTOPHER LADD Defendant o ;p.- c : CIVIL ACTION -prelimina~3 2~- Zc )>c C~ Injunction -"F'- .,,; ORDER -< AND NOW, this 3rd day of July, 2006, upon consideration of Plaintiff's Cross-Motion to Transfer and Consolidate a subsequently filed Cumberland County Complaint with this first-filed Complaint (the "Motion''), and any response thereto, It Is Ordered that the Motion is GRANTED, jS'r/ IT IS FURTHER ORDERED that Cumberland County Civil Case No, 06- ~ captioned Christopher Ladd, M.D. v. Lebanon Diagnostics Imaging, L.P. et at, is hereby Transferred to Dauphin County and Consolidated with this matter for all purposes, including Discovery and Trial. IT IS FURTHER ORDERED that Defendant Christopher Ladd, M.Do's Declaratory Judgment Complaint shall be filed as a Counterclaim in this case. IT IS FURTHER ORDERED that a certified copy of this Order be sent to the Prothonotary in Cumberland County, Jeannine Turgeon, Judge Distribution: Paul D. Weiner, Esquire, Steve Moniak, Esquire 1835 Market Street, Philadelphia, Pa. 19103 (Fax # 215-665-8760) Anne E. Zerbe, Esquire, 135 North George Street, York, 17401(Fax # 843-9039) ~ t>~~:..... ~~ P ~1'h/MI~ C\,). c--t;''':, Q, l.J:>C'\?l, ?~I'~ c.um\;,e.r-\cm~ Coun+y 1-\Cl.N)~<:' &, 14~\\ S\s. CJ fu<:,\;s\e, Po. I'1C \:, ,..., = ~ <- c:: r- I en -n :z - - - e - cQ <:> -' :::> '""') If :1 ii -11 J.!J -0 ::0 Qc, ::~ .:U ~~: ,~;~ ~~ --.I ,-, r'~"l ;;'i'ic -< r:-:' .J C:::::' ~"n ,,," 0..... (.". -- ',;;... < -- -"^' t;': :;;" t " , .. . ,\, '\ , . " SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2006-03577 P COMMONWEALTH OF PENNSYLVANIA: . COUNTY OF CUMBERLAND LADD CHRISTOPHER MD VS TRI STATE IMAGING ET AL R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: TRI STATE IMAGING CONSULTANTS LLC but was unable to locate Them in his bailiwick. He therefore deputized the sheriff of PHILADELPHIA County, Pennsylvania, to serve the within WRIT OF SUMMONS On July 17th, 2006 , this office was In receipt of the attached return from PHILADELPHIA Sheriff's Costs: Docketing Out of County Surcharge Dep Philadelphia Postage So 18.00 9.00 10.00 Sworn and subscribe to before me this day of A.D. SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2006-03577 P COMMONWEALTH OF PENNSYLVANIA: , COUNTY OF CUMBERLAND LADD CHRISTOPHER MD VS TRI STATE IMAGING ET AL R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: ANDORRA RADIOLOGY ASSOCIATES PC but was unable to locate Them in his bailiwick. He therefore deputized the sheriff of PHILADELPHIA County, Pennsylvania, to serve the within WRIT OF SUMMONS On July 17th, 2006 , this office was In receipt of the attached return from PHILADELPHIA Sheriff's Costs: Docketing Out of County Surcharge 6.00 .00 10.00 .00 .00 16.00 v 07/17/2006 CGA LAW FIRM ~ R. Thomas Kline Sheriff of Cumberland County 9.A)-()~ Lj- Sworn and subscribe to before me day of this A.D. SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2006-03577 P COMMONWEALTH OF PENNSYLVANIA: COuNTY OF CUMBERLAND LADD CHRISTOPHER MD VS TRI STATE IMAGING ET AL R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: FOX CHASE MEDICAL CENTER RADIOLOGY ASSOCIATES PC but was unable to locate Them in his bailiwick. He therefore deputized the sheriff of PHILADELPHIA County, Pennsylvania, to serve the within WRIT OF SUMMONS On July 17th, 2006 , this office was in receipt of the attached return from PHILADELPHIA Sheriff's Costs: Docketing 6.00 Out of County .00 Surcharge 10.00 .00 .00 16.00./ q.).).wO(, 9- 07/17/2006 CGA LAW FIRM County Sworn and subscribe to before me this day of A.D. SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2006-03577 P ,COMMDNWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND LADD CHRISTOPHER MD VS TRI STATE IMAGING ET AL R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: LEBANON DIAGNOSTIC IMAGING LP but was unable to locate Them ln his bailiwick. He therefore deputized the sheriff of MONTGOMERY County, pennsylvania, to serve the within WRIT OF SUMMONS On July 17th, 2006 , this office was in receipt of the attached return from MONTGOMERY Sheriff's Costs: Docketing Out of County Surcharge Dep Montgomery Co 6.00 9.00 10.00 33.00 .00 58.00 v 07/17/2006 CGA LAW FIRM so. answ. e.~.~~..... ~'~ ..~~ ~~;:7~' ...'>-" ~ ::..---- -~ .~/ . ~ .' --......- --.- R.Thomas Kline ( Sheriff of Cumberland County 1....).).-0 ~ 9-- Sworn and subscribe to before me day of this A.D. < . ' In The Court of Common Pleas of Cumberland County, Pennsylvania Christopher Ladd MD VS. Tri-State nnaging Consultants LLC Andorra Radiology Associates PC No. 06-3577 civil SERVE: N W June 22, 2006 o , , I, SHERIFF OF CUMBERLAND COUNTY, P A, do hereby deputize the Sheriff of Philadelphia County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. .~~/~R Sheriff of Cum berland County, P A hfh1 - Affidavit of Service Now, .2r , 20 ~ at 24D o'clock -~ p~ ,,-)UfLL Vithin SIM'YIVVWYlS upon/vi Shk fmt1~WY1su);!M1;ts at Ivet) ~ ~ St,-SUA11vY1t'Y1S was rKJt SI/YV~tI- ~>lVLC~ ~if,(.. 'IS yJo 8vfct1 ~~ (flL, hwAd~ a copy of the original and made known to the contents thereof. So answers, vfn-fno ^v. ~ lXJAr, lCU1 i fr~fm: COSTS SERVICE MILEAGE AFFIDA VIT $ VANIA $ ... . , '../- In The Court of Common Pleas of Cumberland County, Pennsylvania Christopher Ladd MD VS. Tri-State Imaging Consultants LLC SERVE: Fox Chase Medical Center Radiology Associates PC -No. 06-3577 civil Now June 22, 2006 , , I, SHERIFF OF CUMBERLAND COUNTY, P A, do hereby deputize the Sheriff of Philadelphia County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. '~~~~<:/~R Sheriff of Cumberland County, PA nfrn- Affidavit of Service J ,200lP,atlO:OO o'clock A ~~~ :~:~ ~~m~tnS ~on --.A hd 0 r r fA.- P-c<..d...j 0 10 :fl A S5QC. c Iv Ar/11l;V f!1vPjncUJI ph , h'l. at /7315 kt1 tur~Lt ~t-. ,38~ fl. . ~ }) d th rJ...- M-rt nor (}fbrNJ aM ~.@ S a-( cL --tIV ()..d..clr l S:s . copy of the onginal and made known to ~ A II iCL1rJ 0.L ~vn 0-inCo. So answers, 1 S j 0 C o..:tLcL @ J736 yY)o..rrd t SQ. 3BOO. the contents thereof. 1'I~1 ['150 f . -rro('~v,u.. COSTS SERVICE :MILEAGE AFFIDA VIT (yu' ch fJ--U eo.V~ County, P A $ WEALlli OF PENNSYLVANIA NOTARIAL SEAL . .SlJSANJ...,iOS&NFaO;~otary Public City of Philadelphia, Phili. County M Commlaslon ell res MlI'Ch 11 2008 . $ # . , " ,.. , In The Court of Common Pleas of Cumberland County, Pennsylvania Christopher Ladd MD VS. Tri-State Imaging Consultants LLC SERVE: Tri State Imaging Consultants LLC No. 06-3577 civil N W June 22, 2006 o , , I, SHERlFF OF CUMBERLAND COUNTY, P A, do hereby deputize the Sheriff of Philadelphia County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. .r~~~ Sheriff of Cum berland County, P A '-~>) h1 - Affidavit of Service Now, .:r u 1~ " T" , 206 ~ , at /O,,'f() o'clock A- within JI (j rn fY) 0 h .s ",'!>upon F 0)( ChCtJ:.l h1LC.ci c aL ~ ty .1Lu cLUJ I~Y .As~D('. ,P. C. at 7 (p DO C 7tU-rU Av~. --13)' BBftaiRg te _ a copy of the original and made known to the contents thereof. So answers, _6; Svc.~...~~lry . ~.~ Gf#t~l> Ie ,:}~~'I'V R. lSb. M4M.TOf'FU,'e.. .! Sworn a d subscrib efore . me this day 0 ~ ~ (1ftQ^1/}J k'~~ ) ~ tf'~ ~vc-?L Csltftt'y,PA . Phd?l.. p~ . COSTS SERVICE $ MILEAGE AFFIDA VIT NWEALTH OF PENNSYLVANIA ARIAL SEAL SUSANl~OSENFELD, Notary Public City of Philadelphia, Phila. County My Commission Ex ires March 11, 2008 $ , ., In The Court of Common Pleas of Cumberland County, Pennsylvania Christopher Ladd MD Vs. Tri-State nuaging Consultants LLC SERVE: Lebanon Diagnostic Imaging LP No. 06-3577 civil Now June 22, 2006 , , I, SHERIFF OF CUMBERLAND COUNTY, P A, do hereby deputize the Sheriff of Montgarery County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. ,?, ' '~~~R Sheriff of Cumberland County, P A Affidavit of Service Now, ,20_, at 0' clock M. served the within upon at by handing to a copy of the original and made known to the contents thereof. t "pff.l I {. / tl ~ ~ /1/y 7C C1Zf2 ~ F/l;;~S~) So answers, Sheriff of County, PA Sworn and subscribed before me this_day of ,20_ COSTS SERVICE MILEAGE AFFIDA VIT $ $ , R. THOMAS KLINE Sheriff EDWARD L. SCHORPP Solicitor OFFICE OF THE SHERIFF On~ Courthouse Square Carlisle, Pennsylvania 17013 &2% @ RONNY R. ANDERSON Chief Deputy JODY 5, SMITH Real Estate Deputy o Cl c_ (:= ,dr;.. 1') -....J "_.~ r :tno ~ TO: Hon. John Durante Montganery County Sheriff \.0' RE: Christopher Ladd Mn 0- VS ~ -< Tri State Imaging Consultants LLC et al 06-3577 civil ; ~ar Sheriff: Enclosed please find Writ of Sumnons to be served upon . Lebanon Diagnostic Imaging LP 820 Fox Chase Road Rockledge, PA 19046 in your County. .' Kindly make service thereof and send us your return of service. PERSON SERVED_ ~ .._H....- RELATION I POSITION -.'" PLAOE OF StRViCE -.-- TIME OF SERVICE _.-..~ DATE Of SERVICE..-- NUMBER OF AT}tMPTS -..- D~sures: .~....- . ~-- Very truly yours, ...".~~~. .' .' R. Thomas Kline, Sheriff .'. Cumberland County, Pennsylvania DEPU1Y lASl DAV Of SER.\l\CE ~ ~, 1,,~ a,O" . _ ....-- ..a C j. tf77 / () (J(}/I ~ ;{ 2/f(}~ .. 1J:~~ .t). :Ii eP~ iJ .111ft r .t>;J