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Purchase Agreement” (the Surgicoe purchase agreement) pursuant to
which the LLC members agreed to sell their membership interests
in the LLC to Surgicoe for a total of $9,988,352, subject to
certain adjustments at closing. After those adjustments, the
total purchase price was reduced to $9,490,051. The Surgicoe
purchase agreement provides that “[t]he Purchase Price shall be
allocated as set forth in Schedule 2.2.4.” The record contains
two such schedules. The first, presumably attached to the
agreement, provides: “Consideration to be allocated among
Sellers as provided in a closing statement to be executed by
Sellers at Closing.” The second, presumably executed sometime
between the dates of the Surgicoe purchase agreement and the
closing, allocates the total purchase price among the LLC members
on the following percentage basis: 68 percent to Dr. Joffe, 20
percent to Dr. McKernan, and 12 percent to Ms. Moore. The
distribution of the final, adjusted purchase price was as
follows:
Member Amount % of Total
Dr. Joffe $6,453,234.68 68
Dr. McKernan 1,898,010.20 20
Ms. Moore 1,138,806.12 12
Surgicoe’s purchase of Ms. Moore’s interest in the LLC
consisted of Ms. Moore’s receipt from Surgicoe of $661,774.01 in
cash, LLC debt relief apportioned to Ms. Moore of $316,206.24,
and a promissory note dated July 28, 2000, in the sum of
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Last modified: November 10, 2007