EXTENT THEY RELATED IN ANY WAY
TO THE SUBJECT MATTER HEREOF.
(E)
ENFORCEMENT OF THIS AGREEMENT.
THE PARTIES
HERETO AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE
PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH ITS SPECIFIC
TERMS OR WAS OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT THE PARTIES
SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS
AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF, THIS
BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN
EQUITY.
(F)
SUCCESSION AND ASSIGNMENT.
THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES NAMED
HEREIN AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
NO PARTY MAY
ASSIGN EITHER THIS AGREEMENT OR ANY OF ITS RIGHTS, INTERESTS, OR OBLIGATIONS
HEREUNDER WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTY.
(G)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL
BUT ALL OF WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(H)
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.
(I)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF
PENNSYLVANIA, WITHOUT GIVING EFFECT TO THE CHOICE OR CONFLICT OF LAW PRINCIPLES
THEREOF.
(J)
AMENDMENTS AND WAIVERS.
NO AMENDMENT OF
ANY PROVISION OF THIS AGREEMENT SHALL BE VALID UNLESS THE SAME SHALL BE IN
WRITING AND SIGNED BY THE COMPANY AND SELLER.
NO WAIVER BY ANY PARTY OF ANY
DEFAULT, MISREPRESENTATION, OR BREACH OF WARRANTY OR COVENANT HEREUNDER, WHETHER
INTENTIONAL OR NOT, SHALL BE DEEMED TO EXTEND TO ANY PRIOR OR SUBSEQUENT
DEFAULT, MISREPRESENTATION OR BREACH OF WARRANTY OR COVENANT HEREUNDER OR AFFECT
IN ANY WAY ANY RIGHTS ARISING BY VIRTUE OF ANY PRIOR OR SUBSEQUENT SUCH
OCCURRENCE.
(K)
SEVERABILITY.
ANY TERM OR PROVISION OF
THIS AGREEMENT THAT IS INVALID OR UNENFORCEABLE IN ANY SITUATION IN ANY
JURISDICTION SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINING
TERMS AND PROVISIONS HEREOF OR THE VALIDITY OR ENFORCEABILITY OF THE OFFENDING
TERM OR PROVISION IN ANY OTHER SITUATION OR IN ANY OTHER JURISDICTION.
(L)
SURVIVAL.
THE REPRESENTATIONS AND
WARRANTIES OF THE PARTIES CONTAINED HEREIN SHALL SURVIVE THE CLOSING AND
CONTINUE IN FULL FORCE AND EFFECT THEREAFTER.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED AND DELIVERED THIS
AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.
FCG MANAGEMENT SERVICES, LLC,
a Delaware limited liability company
TRUSTEES OF THE UNIVERSITY OF
PENNSYLVANIA,
a Pennsylvania non-profit corporation and owner and
operator of the University of Pennsylvania Health System
and its affiliates
By:
/s/ Michael A. Zuercher
By:
/s/
Ralph W. Muller
Name:
Michael A. Zuercher
Name:
Ralph W. Muller
Title:
Secretary
Title: Chief Executive Officer, University of
Pennsylvania Health System
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