THE
MEDICARE AND MEDICAID PROGRAMS, APPLICABLE STATE LAW AND REGULATIONS, AND OTHER
LICENSING AND ACCREDITATION AUTHORITIES.
9.2
RELATIONSHIP OF PARTIES.
IN THE EXERCISE OF THEIR RESPECTIVE
RIGHTS AND THE PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT,
PMG AND SHAREHOLDER, ON THE ONE HAND, AND PMS (OR ANY ASSIGNEE), ON THE OTHER
HAND, ARE ACTING IN THE CAPACITY OF THE GRANTOR AND GRANTEE OF AN OPTION TO
PURCHASE ALL OR A PORTION OF THE ASSETS AND/OR STOCK, AND NOTHING IN THIS
AGREEMENT IS INTENDED NOR SHALL BE CONSTRUED TO CREATE BETWEEN THE PARTIES AN
EMPLOYER/EMPLOYEE RELATIONSHIP, A PARTNERSHIP OR JOINT VENTURE RELATIONSHIP OR A
LANDLORD/TENANT RELATIONSHIP.
9.3
ASSIGNMENT.
ALL OF PMS'S RIGHTS AND DUTIES UNDER THIS AGREEMENT
MAY BE ASSIGNED OR DELEGATED BY PMS OR PROSPECT MEDICAL HOLDINGS, INC., A
DELAWARE CORPORATION ("HOLDINGS"), INCLUDING BUT NOT LIMITED TO AN ASSIGNMENT TO
LENDER; PROVIDED, HOWEVER, THAT PMS OR HOLDINGS, SHALL GIVE WRITTEN NOTICE OF
ANY SUCH ASSIGNMENT TO PMG AND SHAREHOLDER WITHIN A REASONABLE TIME PERIOD.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER THIS AGREEMENT
NOR THE RIGHTS AND DUTIES OF THIS AGREEMENT MAY BE ASSIGNED OR DELEGATED BY PMG
OR SHAREHOLDER.
THIS AGREEMENT BINDS THE SUCCESSORS, HEIRS, AND AUTHORIZED
ASSIGNEES OF THE PARTIES.
9.4
ENTIRE AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT
TO THE CONTRARY, THIS AGREEMENT, INCLUDING ITS INCORPORATED EXHIBITS,
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE OPTION,
AND SUPERSEDES ALL OTHER AND PRIOR AGREEMENTS ON THE SAME SUBJECT, WHETHER
WRITTEN OR ORAL AND CONTAINS ALL OF THE COVENANTS AND AGREEMENTS BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
EXCEPT AS EXPRESSLY PROVIDED
IN 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
7
IN ITS ENTIRETY.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT
THAT THE RIGHTS AND OBLIGATIONS UNDER THE PRIOR 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.