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$160,825.87. Also, on that date, Ms. Moore executed (1) a
“Certificate of Limited Liability Company Interest in the Surgery
Center of Georgia, LLC”, in which she certifies to her ownership
of a “12% limited liability company interest * * * in [the LLC],”
and (2) an “Irrevocable Member Interest Power” pursuant to which
she states that she “does hereby sell * * * to [Surgicoe] a 12%
interest as a member in [the LLC]” and appoints a named attorney
to transfer that interest on the LLC’s books.
Assignment and Assumption Agreement
In 2000, in connection with, and sometime before, the July
28, 2000, closing of the sale of the LLC membership interests to
Surgicoe, Drs. Joffe and McKernan and Ms. Moore executed an
“Assignment and Assumption Agreement * * * made and entered into
and effective as of the 1st day of January, 1997” (the assignment
and assumption agreement or, sometimes, just the agreement),
whereby Dr. Joffe, “in consideration of the continued services of
* * * [Dr. McKernan and Ms. Moore] and other good and valuable
consideration”, transferred a 10-percent membership interest in
the LLC to Dr. McKernan and a 10-percent membership interest in
the LLC to Ms. Moore. The last sentence of the agreement, just
before the signatures of Drs. Joffe and McKernan and Ms. Moore,
reads: “IN WITNESS WHEREOF, the parties have executed this
Agreement under seal to be effective as of the date [January 1,
1997] first above written.” The agreement states that it is “a
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Last modified: November 10, 2007