THIS AGREEMENT TO THE CONTRARY, EACH PARTY TO
THIS AGREEMENT ACKNOWLEDGES THAT NO REPRESENTATIONS, INDUCEMENTS, PROMISES, OR
AGREEMENTS, ORALLY OR OTHERWISE, HAVE BEEN MADE BY ANY OTHER PARTY HERETO, OR BY
ANYONE ACTING ON BEHALF OF ANY PARTY HERETO, THAT ARE NOT EMBODIED HEREIN, AND
THAT NO AGREEMENT, STATEMENT, OR PROMISE NOT CONTAINED IN THIS AGREEMENT SHALL
BE VALID OR BINDING.
THIS AGREEMENT AMENDS AND RESTATES THE PRIOR ASSIGNABLE
OPTION AGREEMENT IN ITS ENTIRETY.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT
THE RIGHTS AND OBLIGATIONS UNDER THE PRIOR ASSIGNABLE OPTION AGREEMENT ARE IN
ALL RESPECTS CONTINUING UNDER THIS AGREEMENT WITH ONLY THE TERMS BEING MODIFIED
FROM AND AFTER THE DATE HEREOF AS PROVIDED IN THIS AGREEMENT.
9.5
COUNTERPARTS.
THIS AGREEMENT, AND ANY AMENDMENTS HERETO, MAY BE
EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL DOCUMENT,
BUT WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
9.6
HEADINGS.
THE SECTION HEADINGS CONTAINED IN THIS AGREEMENT ARE
INSERTED FOR CONVENIENCE ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
9.7
NOTICES.
ANY NOTICES REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER
BY ANY PARTY TO ANOTHER SHALL BE IN WRITING AND SHALL BE DEEMED DELIVERED UPON
PERSONAL DELIVERY, TWENTY-FOUR (24) HOURS FOLLOWING DEPOSIT WITH A COURIER FOR
OVERNIGHT DELIVERY OR SEVENTY TWO (72) HOURS FOLLOWING DEPOSIT IN THE U.S. MAIL,
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN-RECEIPT REQUESTED,
ADDRESSED TO THE PARTIES AT THE FOLLOWING ADDRESSES OR TO SUCH OTHER ADDRESSES
AS THE PARTIES MAY SPECIFY IN WRITING:
If to PMG
Or Shareholder:
c/o Prospect Medical Group, Inc.
1920 East 17th Street, Suite 200
Santa Ana, California
Attention: Jacob Y. Terner, M.D.
If to PMS:
c/o Prospect Medical Holdings, Inc.
400 Corporate Pointe, Suite 525
Culver City, California 90230
Attention: Mike Heather, Chief Financial Officer
8
9.8
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
9.9
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED AT ANY TIME BY AGREEMENT
OF THE PARTIES, PROVIDED THAT ANY AMENDMENT SHALL BE IN WRITING AND EXECUTED BY
ALL PARTIES.
9.10
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS HELD BY A
COURT OF COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE, THE REMAINING
PROVISIONS WILL NEVERTHELESS CONTINUE IN FULL FORCE AND EFFECT, UNLESS SUCH
INVALIDITY OR UNENFORCEABILITY WOULD DEFEAT AN ESSENTIAL BUSINESS PURPOSE OF
THIS AGREEMENT.
9.11
FEES AND EXPENSES.
PMS, PMG, AND SHAREHOLDERS EACH SHALL BEAR
THEIR OWN EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' AND ACCOUNTANTS'
FEES, INCURRED IN CONNECTION WITH THE PREPARATION OF THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
9.12
EXHIBITS AND SCHEDULES.
ALL EXHIBITS AND SCHEDULES ATTACHED TO
THIS AGREEMENT ARE INCORPORATED HEREIN BY THIS REFERENCE AND ALL REFERENCES
HEREIN TO "AGREEMENT" SHALL MEAN THIS AGREEMENT TOGETHER WITH ALL SUCH EXHIBITS
AND SCHEDULES.
9.13
TIME OF ESSENCE.
TIME IS EXPRESSLY MADE OF THE ESSENCE OF THIS
AGREEMENT AND EACH AND EVERY PROVISION HEREOF OF WHICH TIME OF PERFORMANCE IS A
FACTOR.
9.14
DISPUTE RESOLUTION.
IN THE